Parting ways with company - clients question

qqquery

Registered User
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6
Hi,

Briefly, went into business with another person. I own 50% of the company, he owns 50% of the company.

There is no share holders agreement in place.

My partner is not pulling his weight and is reluctant to be bought out.

Without being ego - I am the business. If I left tomorrow, the company would not turn profit.

I originally migrated several clients from previous business - he migrated none.

Anyway, what are peoples thoughts?

For example:


  1. Resign as a director, keep the shares and start billing the clients from a different company that I've created?
  2. Resign as a director, forfeit my shares and start billing the clients for a different company that I've created?
  3. Get a job?
  4. Others?
I would guess that 95% of the clients would have no issue being billed from a new company - I would be honest about the situation.



I appreciate the time and effort involved in reading this message and do look forward to your replies.

Please note the above are hypothetical scenarios.


Regards,
QQ
 
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more information please, how old is the limited company, is it profitable, has it any assets, has it any reserves in the audited accounts..?
 
1. 2 years
2. Small bit of profit in year 2 ( 7k )
3. No assets
4. No reserves

Thanks
 
If you are both drawing a salary which I guess you are then staying the way you are with a partner not pulling their weight is unsustainable, I think its great that this new company can actually pay you both anything really.

Be careful about taking clients from this company, you do not own the client list the company does and the company can come after you if you seek to take them, actually can take any profit you make from sales to this group in the future.

It seems that the company has no value other than its customer base, is there a web presence that needs to be considered.

I would walk away and start afresh, I see nothing wrong with letting the existing clients know that you have moved on and let them make a choice. I would have a web presence ( if applicable to your business ) and phone numbers prior to doing so.

If you are right the current business will collapse anyway without your input.

Follow the correct process and resign in writing ensuring the CRO are notified. Surrender your shares to the co-director, I say this only if you cannot work out an arrangement with your co-director..
 
Be careful about taking clients from this company, you do not own the client list the company does and the company can come after you if you seek to take them, actually can take any profit you make from sales to this group in the future.

Agreed - I will be simply informing the clients and letting them know where to contact me. The decision is up to them.

It seems that the company has no value other than its customer base, is there a web presence that needs to be considered.

There is web presence which is unfortunate.

I would walk away and start afresh, I see nothing wrong with letting the existing clients know that you have moved on and let them make a choice. I would have a web presence ( if applicable to your business ) and phone numbers prior to doing so.

I have all of the above in motion.

If you are right the current business will collapse anyway without your input.

Seriously - the existing clients are not even aware that another partner exists!! He has never corresponded to them .. EVER. People over exaggerate sometimes - the above is FACT.

Follow the correct process and resign in writing ensuring the CRO are notified. Surrender your shares to the co-director, I say this only if you cannot work out an arrangement with your co-director..

Should I notify him in advance of board meeting about resignation or have forms filed with CRO first? There is no one in the company that can be promoted as director as just the two of us.
 
The CRO will not accept the resignation until you have someone else appointed to the vacant directorship.
 
The CRO and the law is not setup for such events.

Companies must have at least 2 directors at all times. The CRO will not accept resignations that cause the number of directors to fall below 2. They will reject any forms submitted in those circumstances.

Some one from his side will be needed to become a director in order for you to leave.
 
The remaining director must come up with another director - it's their jobn not yours. If they don't, you can force through your resignation by filing a Form B69 with the CRO. I am not a legal expert but I did go through this process.
 
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This may sound odd but is it possible to resign as a director but keep shares and setup another competing company?
 
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