I ran my own business and then someone else came on board ~ we ceased trading under my trading as business and formed a limited company.

that is the only paper work we have drawn up

it would appear that we are no longer able to work together he owns 62.5% and I own 37.5% of the company.

Can anyone offer any advice as to where I stand if he won't let me buy him out?
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I am no expert but how comes it was your business and he owns 62.5% ?? and it might help people if you let them no if the business is solvent or not?
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I am no expert but how comes it was your business and he owns 62.5% ?? and it might help people if you let them no if the business is solvent or not?

He had money to invest and wouldn't get involved for less. The company isn't offically in debt however he had invested more than the stocks that were issued

I'm not sure if that makes sense
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I presume you have an accountant. Have you asked the accountant to explain the share allocation and your current position?

Based on the information you have supplied, one's natural reaction is to conclude you were very naive and have been ripped off. In other words you have effectively given your business away.

I am sure there is more to it. If you want to give more information, it would be useful to know:-

1) What line of business you are in?
2) What role do you and your fellow Director undertake (Who does what work)?
3) Was the business profitable before you formed the limited company?
4) How much money did the fellow Director put in and what happened to that money?

Best of luck.
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1) What line of business you are in? ~ we work in cosmetics

2) What role do you and your fellow Director undertake (Who does what work)? ~ I am director of operations and I deal with the day to day running of the company ~ the other director is chairman and he isn't actually involved on a day to day bases. He has more of a finacial input.

3) Was the business profitable before you formed the limited company? ~ the company was fairly new, it was paying for itself and didn't have any debts

4) How much money did the fellow Director put in and what happened to that money? ~ 30k <offically>the money has been spend on buying equipment and the day to day running. We have expanded and most of the money has been spent on wages.

with regards to shares 30000 ? shares were issued and split 62.5% and 37.5%. The single allocated share is in his name

Hope this helps
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4) How much money did the fellow Director put in and what happened to that money? ~ 30k <offically>the money has been spend on buying equipment and the day to day running. We have expanded and most of the money has been spent on wages.

with regards to shares 30000 ? shares were issued and split 62.5% and 37.5%. The single allocated share is in his name

Why do you say "officially" when referring to expenditure and then say most of the money has been spent on wages?

Anyhow. It appears the fellow director put in ?0,000. How much has he now taken out in wages?
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he hasn't actually taken anything in wages ~ I get a small wage

the figure he has put in may be closer to 70k we have never drawn up anymore paper work other than the inital share agreement for the ?0,000

Why do you say "officially" when referring to expenditure and then say most of the money has been spent on wages?

Anyhow. It appears the fellow director put in ?0,000. How much has he now taken out in wages?
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he hasn't actually taken anything in wages ~ I get a small wage

the figure he has put in may be closer to 70k we have never drawn up anymore paper work other than the inital share agreement for the ?0,000

I am puzzled that it was your business and you appear to do most of the work. You now have another party involved who has taken overall control of your business and has invested something between ?0k and ?0k, the actual amount you’re not quite sure about.

I really do think you need to speak to an accountant (independent of the Company) and let him explain the situation. As it stands, it appears you have sold (possibly given away) 62% of the company without receiving anything yourself, have lost control as to the running of the company and are facing dismissal due to the deteriorating relationship you mentioned in your first post.

:|
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I really do think you need to speak to an accountant (independent of the Company) and let him explain the situation. As it stands, it appears you have sold (possibly given away) 62% of the company without receiving anything yourself, have lost control as to the running of the company and are facing dismissal due to the deteriorating relationship you mentioned in your first post.

:|

for the company to move forward we needed cash as we had to furfill a huge order, which without the investment we could have not filled
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As a minority shareholder, you have clear rights. Ultimately, a court could order that either he buys you out or you buy him out. But taking that action is costly and is likely to cause the demise of the company. There is no point in that. At the end of the day, even if a court made an order, there would have to be a valuation made of the business. To short cut things, you need to get an up to date valuation, conscious that it may be very little, and armed with that you need to make an early offer to settle (called a Part 36 offer) and offer to buy him out at £X and then make various noises about having to commence an unfair prejudice action. If he is a savvy investor, he is going to know that there is no point to such an action because it will cost more than the value of the business, but he will also know that you may well have a point and would be successful in any such action. Rather than fighting and wasting time with us lawyers, he will see the commercial sense in trying to structure a deal that allows him to exit, and the business to survive, particularly if he has a residual shareholding - but you need at least a partial buy out so you have control of the business.

Best

BR
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"The single allocated share is in his name" - I am intrigued by this phrase which doesn't seem to make sense. It may not be relevant but...
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