Partnership issue & directors mis-using funds

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irelandseye9

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I'm having a major problem with my two business partners and am wondering if anyone has been through similar situation or has any advice.

I went into partnership with a UK firm of which my partners are also directors. The deal was that the UK firm would supply me with equipment and a salary until the Irish company generated enough work to be self sufficient. In the meantime I would recieve a basic salary and funds to pay bills from the UK firm.

Over the last while they have been increasingly late with these payments and for a variety of other reasons they have turned out to be the wrong kind of people to be in partnership with. Right now I am owed 3 months wages and they are saying they can't give it to me because they don't have it. The Irish company has generated alot in the last few months, more than enough to pay me and all outstanding bills. The problem is that they are insisting that all payments are made out to the UK firm because there is no Irish bank account, the reason being that they simply will not return the signed application for opening a bank account that I sent them months ago. It suits them, as they get all the money that the Irish firm makes and they are using it to keep the UK firm going, but won't pay me my wages. I have my landlord threatening to kick me out of my home and no money. It's an absolute nightmare and it seems like they couldn't care less.

One of my clients owes a realtively large amount of money. Normally his cheque would go to the UK firms bank account. With the situation as it is, I have told this client to make the cheque out to my name. My plan is to take my wages out of it and send what is left to the UK company. My days in this partnership are numbered, they will be extremely annoyed but I see myself as only doing to them what they are doing to me and just taking what I am due. Does this seem extreme? Is what they are doing or what I intend on doing legal? There is no written partnership agreement between us so I can very luckily retire my directorship without difficulty and I intend on doing so very soon but I would like to leave with my wages paid any bills accrued in my name in the clear.

Any thoughts or advice?
 
Sounds like you need a solicitor with good experience in company law- but once you get the legal eagles involved, it will be months/years before you get your money. Might be time to cut your losses. Is there any reason why you can't terminate your partnership immediately? Note that asking your client to make the cheque out to yourself may well be illegal and could work against you in any future legal action.
 
You really need to get legal advice on this. Being a company director means that you are legally obliged to act in the interests of the shareholders. If you get the customer to pay you directly then the UK partners could say that you were acting against the best interests of the company - and legally they would be right. Get the customer to hold off on paying the invoice, press your UK partners to open an account here and be sure to keep records of everything because they may be in breech of contract themselves and acting against the company's interest by not opening an account here!

In short - ask your customer to hold off on paying (don't put that in writing), keep talking to you 'partners' and get a lawyer.
 
Gotta go Legal as advised above...no two ways about it. Was there a partnership agreement put in place? What did it say in relation to dissolving it? Uner what terms can someone opt out etc etc.

ninsaga
 
Rainyday: I hope to avoid protracted legal disputes as much as possible. Thankfully I know my partners feel the same. They live in the UK, the last thing they want is to be dealing with messy legal issue in another country. I feel that they have sensed my discontent and are trying to load any debts upon my exit in their favour. Which is what I have decided I need to do too.

Ninsaga: There is no partnership agreement. I wanted one but they have just strung me along and delayed it. I have taken legal advice on this and thankfully this is now turning out in my favour as I can exit quite easily without any non-competitive issues etc.
 
contemporary said:
what is the break down of shareholding between the 3 of you?

I own 33.33% and the UK firm owns 66.66%.
 
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