My first what do I do thread

hargi · 1 Dec 2011 at 12:58

First apologies as I tend to avoid these kid of threads as I'm a normally get on with it kind of guy. However I thought I would/need to ask the advice from people more clued up then me.

I have a bit of a odd year. End of last year we got a morgage and bought a house. Then got made redundant early this year, but went in to business with a friend. We will call this business A, we are both 50% directors in the company, basically it was his idea and I would just do the work he would look after all the contract/legal/admin etc along with his work.
Its not work that I enjoy that much but do it to keep money coming in. As I am only contracted to work x amount of hours with that company I have set up another company with another director 50% each doing things that I want to do.

Now if everything was perfect this would work fine. However I spend lots more time sorting out business A than I should and am really neglecting Business B which is what I really want to be concentrating on. Business A has a few contracts that are running out in a few months time, which I do not want to renew and at which point I will sell my shares and leave company A.
That was the plan.

The past few months have been a bit rough on me, to cut a long story short we have had 2 miscarriages. The last one been this week involving a stop in hospital. I rearranged my working hours with my clients who were all ok with it. Told my other director id be off work for a few days, no oh you ok or anything.

Turned on computer today to find a email containing another mess up from him. I have also heard other stuff that is not filling me with confidence right now.

So OC what should I do?

TommyV · 1 Dec 2011 at 13:02

Elaborate, what have you heard, what has he allegedly done wrong?

j0s · 1 Dec 2011 at 13:10

Are these limited companies or partnerships?

hargi · 1 Dec 2011 at 13:11

I have heard that he may be having money troubles, this is probably true as i know he is looking at training in a whole different sector.( I dont have a problem with this as I have told him that I do not want to renew my contracts when they run out) But this company was his idea and it looks to me like he is neglecting it, leaving it up to me to do a lot of the work he should be doing.

The latest email I have got is to do with a error in some paperwork

Edit Both are limited companies.

What I dont want is for the mistake in company A to mess up the future of company B

j0s · 1 Dec 2011 at 13:12

Resign as Director of A, but keep the 50% shareholding and focus on B

cm1179 · 1 Dec 2011 at 13:12

wind the company up and get out. concentrate on company b.

JeffH · 1 Dec 2011 at 13:37

Or alternatively buy him out of company A, possibly for a good deal if he needs money and wants out to do something else. Then Hire someone keen ad eager to run Company A while you concentrate on Company B.
Pro's = Company A can be a fall back if B fails.
Finding someone eager to run A is likely easier under the current climate.
If A is a good earner it can fund B until it is more stable.

Cons = the risk of having 2 companies.
The possibility of getting a Numpty to run A.

Disclaimer : this is just an idea, I am in no way qualified to give such advice

Participant · 1 Dec 2011 at 13:41

Carefully read

- Your memorandum of association.
- Your articles of association.
- Any contract you may have drawn up at the beginning.

If no contract and you have table A articles, then nobody can force you to sell shares just because you're no longer director and the company cannot buy them back from you unless you want to sell them.

However I would resign and try and sell them to him, and if he refuses tell him you'll vote against every resolution he tried to pass unless he gives you fair value for your shares

.

hargi · 1 Dec 2011 at 14:25

When I set up with him I didnt know what i was doing really and let him set everything up as i trusted him nieave i know now. As far as i know we signed up to the model articles for private limited by shares.
Where would i be able to find out these documents.
There is only one document that I can see that we agreed on at the beginning that basically said what ever money each of us brings in belongs to them.

The other problem I have is the contracts as we sell a service, the contracts we have dont expire for a few months. Although I have not signed anything officially there is only me out of the two of us that can do this work as its not there fault I dont really want to let them down.

Participant · 1 Dec 2011 at 14:42

What's the name of the company? If you don't want to give it, go on the Companies House WebCHeck service and see what documents are filed.

As regards the remaining contracts, you'll earn money from the profits earned on those contracts, so you I'd just finish them. But that's just a matter of if you want to or not.

hargi · 1 Dec 2011 at 14:43

Robbie May i email you?

Participant · 1 Dec 2011 at 14:44

You can but I'm a commercial accountant not a qualified financial advisor, tax advisor, or corporate lawyer!

hargi · 16 Dec 2011 at 16:07

Sorry to bring this thread back up.

But i need to get my head clear, if the customer has paid up till the end of march for a service I supply as part of the company. How can i get out of this or cant I?