Pls arbitrate in a row with DH as to who 'owns' our company.. (long - sorry..)

[howdidthishappenthen]

Before we were married both my husband and I worked - he was self employed, and I employed. I was originally the higher earner, then for 6 months or so whilst we were dating I subsidized him (he lived rent and bills free in my house) whilst he set up his company. The company then grew massively, and we moved into a bigger house, this time him subsidizing me (his bigger income now paying more of the bills and refurb costs).

Then we married in 2006, I fell pregnant straight away, and after a lot of rows with my employer, left quickly (and ended up winning a fortune in a discrimination case, but that?s another story) and joined my husband working in the company he?d set up.

One of the things we immediately did was set up (as a separate company) a new division offering other services to his existing clients. We used an ?off the shelf? company he already owned as the vehicle for this. The business idea for this company was his. I did the financial forecasts, wrote the T&Cs and the sales plan, and employed and trained the staff that set it up.
I worked in our 2nd company for 6 months until I had the baby, then took 9 months maternity leave before coming back in late 2008. I have since run this company on a day to day basis with little involvement from my husband (he runs the other ventures we have, so he contributes equally financially, just via a different route).

Anyway (FINALLY she reaches the point..) we have an ongoing point of tension between us that because he ?owns? the Companies House entity and he had the original idea to sell these services, he always wants to be known as ?Founder and Managing Director?; I get instead to be an employee (any title I want, but just an employee)

This grates me enormously ? I feel that as I was in on day 1, I did the legwork to get the company up and running, I have run it (or at least 80% ish) on a day to day basis for 3 years of the 3.5 years it has been in existence, and as a married couple we theoretically own everything together (even if individual assets are recorded in separate names) it?s at least as much mine as his. He says that on paper it?s his, the idea was his, so that?s the way it is and why do I want to pretend otherwise as it would be a lie?

Am I being petty? Does it really matter? I just HATE that whevever the subject comes up publically as to who is the ?boss? in the company, he NEEDS it to be him. I employ the staff, I sign up new clients, I do the banking and finances, I deal with subcontractors. In my mind, we should either both be known as Directors, or if we're going to bloody well insist on their begin only one, the MD should be me.

He thinks I'm really annoying for being bothered about job titles etc when we all share the money anyway and we aren't breaking up (on the contrary, we're very happy together), so what does it matter? ARGHHHHHH. Am I making a big deal about nothing? And if so why am I seething every time it comes up?

"he will immediately say I'm not entitled to any of the income any more and ask how I plan to make my financial contribution to our very expense lifestyle"

1. You could get a new job, you sound great at what you do and you might be surprised at who would snap you up if word got around that you were looking

2. You could tell him that you are going to be a SAHM as that is the same status as you have currently (in LAW) anyway, by the sound of things

3. You could tell him you are going to sign on because obviously him pretending to be the only progenitor of this company is more important than him recognising your worth to the company and maintaining a happy and productive working relationship.

I can't see whether you've said whether you're legally employed at the moment?

Legally I'm a self employed contractor and I work for the company approx 25 hours a week. We're supposed to be going out together for drinks tonight. God knows how I'm going to jeep my mouth shut about this. It's all I can think of :-(

oh WHAT? So you don't get a pension or holiday pay or maternity pay (if you were to have another child) or sick pay either? I mean, these things may seem irrelevant but basically you're in the position with the least possible benefit to yourself.

It's like it's the 19th century and you're the vicar's wife who somehow gets thrown in free with the vicar to do all the parish work. Except this vicar's wife is conducting the services as well.

Yeah that

In terms of the pay it doesn't and benefits it doesn't really matter because the bulk of it goes to the JA and we both spend it. Money to personal accounts is the same sum (I know this because inrun the bank account and have the only fob to do the salary run). I have a private pension, healthcAre through the company. Self employed works well tax wise because you get to expense lots of things - there's nothing sinister in this decision. The only contentious part is that I have no stake in the asset we built together and this wasn't the tacit deal I thought we had when I gave up my independent career to join him. I want 'in' explicitly, he is resisting, I need to decide what to do about it..

Well hopefully telling him that he is being unreasonable for x, y and z reasons will be enough, as you say he is a good partner usually. If he refuses to be reasonable then you're going to have to take it from there really.....

take the value out of the company by moving yourself out of it as I suggested above

really, what's he goign to do? set up in competition?

take the control back - he won't like it - but you don't like things the way they are

I think you must take any emotions out of the equation and get proper legal advice.

I was employed by a company who then sent me to a BRIC country to start their client operations. "I did the legwork to get the company up and running, I have run it (or at least 80% ish) on a day to day basis for" 2.5 years of the 2.5 "years it has been in existence". It does not make me an owner. I was an employee. However, this was the understanding from the outset (of course!) and I was on a base salary + pnl related year-end bonus + all the privieldges/protection awarded to employees. Everyone was happy.

Your situation is not clear. Well, from what you write, your understanding is different from what your legal status is ("a self employed contractor and I work for the company approx 25 hours a week"). If there was an understanding at any point that you are brought in as a partner (read co-owner) to share all the risks and rewards, you must have an appropriate contract and title. Don't forget that if business goes belly up, your share should be protected (legal advice needed here), but I guess your dh can come to you for maintenance if he is to rely on your from them on for financial support. Again, this is what my basic understanding is and the rl may be different.

I would certainly not leave it alone. It is not being petty (ffs!!!), it is being on 'the same page'. I would also be very very very concerned as to why he is resisting awarding you 'a title'. That said, I would not hurry with getting the title unless you know exactly what it means for you financially.

In any case, sorry, but it does not sound like a proper partnership to me.

Argh computer deleted first message.

OK, I love the Feminism section- it's supportive and generally great. However this is all getting a bit muddled as what you actually need is legal information, and only Butterbur has given this info so far. Perhaps you should try the Legal section?

Who actually owns this company? Ie owns the shares? It isn't clear from the thread so far. Is your husband down as the legal owner of the shares in the register, or is it another company owned by your husband?

Either way, making you a shareholder is going to need to be properly structured, both for tax purposes and because you want to wind up owning fully paid shares, not having a debt for the value of the shares owed by you to DH or to another company. Get a tax/company lawyer involved.

Also, you should be a director. Any other title is just status and not worth anything legally. If you are a director you get a legal say in the running of the company (you have a vote on the board, subject to what the company's Articles say).

If you want a stake in this company, you need shares. Otherwise, you are dependent on a court splitting DH's assets properly in the event of a divorce, assuming that he owns the shares directly and they aren't owned via another company in which he has shares, which starts making a claim trickier.

Where is Xenia? She's good on this stuff too.

BTW, You can't be a partner in a company. You can only be a shareholder.

I think it really sounds like a communication issue rather than anything else - he's hung up on what it means for him emotionally to let go of the top position and is therefore not able to see that in so doing he is effectively taking the same away.

It can be really hard to break out of cycles like this, and 'going nuclear' (which is usually my first instinct) is rarely the best way...I often recommend this, but if you can handle and see through the intensely american self-help style of writing the book 'Non-violent communication' can really be extremely helpful.

Might you be feeling tat he is not recognising your input sufficiently? If I put myself in your shoes I think that if dh wanted to give me half the shares and call me CEO I probably would never get round to doing the paperwork (because deep down I wouldn't care), whereas if he acted like your dh is I would absolutely feel as you do and taken for granted.

A compromise position is of course to take less than 50% of the shares, or if you want to give him total control, 25% (depending on the provisions of the company Articles.). This way you are still an owner of the company and entitled to the assets of the company.

But to answer the title of your thread, no-one here can "arbitrate" as to who owns the company. The owner of the company is the person or entity who owns the shares. Who SHOULD own the company is of course a different question.

What would happen if he died or something, out of interest?

Depends if he has a will or not.

Well this is a story with a happy ending. I told him at lunchtime I wanted to discuss it again (I've brought it up twice before in the past 18 months, then dropped it when I saw what a big issue for him).

He came home in the evening, said without prompting he been thinking it over, there was no need to discuss it, he would transfer half the shares to my name and put me on as a director. It was only fair as that was the way the reality was. Thanks for all your input everyone - I think Feminism is one of the nicest areas of Mumsnet for people contributing thoughtfully, without aggression or judgment

That's fantastic news.

Is it just for the company that you are running, or for his as well? (Am I right in thinkiong there are two separate companies here?)

Excellent.

Oh good. I have just found this thread and was getting more and more cross as I read through! I'm glad it has all worked out well.

Good news.

One thought - is there any need for you to be a director from a legal point of view?

If you hold 50% of the shares then you will be joint owner. You can choose between you any title you want to have - MD, founder, CEO whatever.

Becoming a legal director of the company will only give you potential liabilities. If the worst were to happen and things went badly wrong, it might be better if one of you was to be at arm's length from directors' duties and liabilities, for example potential personal liabilities.

Yay! I'm most pleased he came to his senses.

And I'm also pleased someone said the Feminism section was nice. We don't get that a lot!