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I hope you can help with the following scenario:
ABC Holdings Ltd (who is made up of 3 owners) owns several franchise businesses (for example, Company 1, Company 2 and Company 3) and the Holdings company may have different ownership levels with each business it owns so it may own 100% of Company 1, 70% of Company 2 and 60% of Company 3.
Company 3 now wants to become it’s own business and not operate under the umbrella of ABC Holdings and all parties are happy with this.
The problem that is happening is how we are listed as owners. We would like "New Company 3 Ltd" to be listed as 60% ABC Holdings and the two other directors having their own 20%. They would like us all to be listed individually (so 5 individuals x 20%). The accountant says it doesn't make any difference but we would like to stick to our guns and the two other owners of Company 3 want it listed as individuals.
We have stated that we are happy to amend the current Shareholder Agreement for ABC Holdings Ltd to incorporate a section for New Company 3 Ltd, stating that all and any items relating to New Company 3 cannot be made unless all five parties sign it off.
I suppose my question is this: Would the shareholder agreement for ABC Holdings be legally binding to include New Company 3 as the two other owners of Company 3 are not owners/shareholders of ABC Holdings? Our thoughts are it would be as if the 5 of us all detail the necessary points, agree on them and sign and date then as we are all in agreement and have signed to say as much it would be a legal document??
Any advice would be greatly appreciated.
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ABC Holdings Ltd (who is made up of 3 owners) owns several franchise businesses (for example, Company 1, Company 2 and Company 3) and the Holdings company may have different ownership levels with each business it owns so it may own 100% of Company 1, 70% of Company 2 and 60% of Company 3.
Company 3 now wants to become it’s own business and not operate under the umbrella of ABC Holdings and all parties are happy with this.
The problem that is happening is how we are listed as owners. We would like "New Company 3 Ltd" to be listed as 60% ABC Holdings and the two other directors having their own 20%. They would like us all to be listed individually (so 5 individuals x 20%). The accountant says it doesn't make any difference but we would like to stick to our guns and the two other owners of Company 3 want it listed as individuals.
We have stated that we are happy to amend the current Shareholder Agreement for ABC Holdings Ltd to incorporate a section for New Company 3 Ltd, stating that all and any items relating to New Company 3 cannot be made unless all five parties sign it off.
I suppose my question is this: Would the shareholder agreement for ABC Holdings be legally binding to include New Company 3 as the two other owners of Company 3 are not owners/shareholders of ABC Holdings? Our thoughts are it would be as if the 5 of us all detail the necessary points, agree on them and sign and date then as we are all in agreement and have signed to say as much it would be a legal document??
Any advice would be greatly appreciated.
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