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Dear forum,
I thought I have seen it all, yet here is a new one for me.
Appologies for the long post.
Formed a Distribution business with an overseas manufacturer. I knew the manufacturer's founder for a while. The manufacturer has 3 shareholders, all of them became shareholders in the UK business together with me at 25% each. I had a Shareholder vote to amend articles so that supermajority is 80%.
Because I am in the UK, I became the solo director for the business. 18 months I worked on getting it launched, and after go-live the three of the other shareholders do 180-degree turn and offered me two options
Option 1. sell your stake for peanuts (less than 10k)
Option 2. Don't sell but there will be no support to the project anymore (financially and distribution wise). So the business is dead, as it was based on them supplying the goods and providing additional loans for marketing.
The only assets in the business are a couple of domains, a trademark and an exclusive distribution agreement. The Distribution agreement is with the firm they control, so they pretty much killed that.
Now they are acting like this is my problem to deal with and that I as a Director have to find the funding to settle all unpaid company debts.
I would appreciate any advice on the following
1) if the other three shareholders are also involved in the distributor, do I have any "Conflict of interest" defence to leverage the Distribution agreement and exclude them from trading in this zone without my involvement? I invested 18 months of hard work into this and being shafted.
2) can they make me responsible for all company debts
3) can I invoice the company for 18 months of director services, and take the assets remaining after paying off suppliers?
What direction shall I be looking towards and what advice shall i be seeking? Any suggestions are appreciated.
Sorry for the long post and thanks in advance for all suggestions.
I thought I have seen it all, yet here is a new one for me.
Appologies for the long post.
Formed a Distribution business with an overseas manufacturer. I knew the manufacturer's founder for a while. The manufacturer has 3 shareholders, all of them became shareholders in the UK business together with me at 25% each. I had a Shareholder vote to amend articles so that supermajority is 80%.
Because I am in the UK, I became the solo director for the business. 18 months I worked on getting it launched, and after go-live the three of the other shareholders do 180-degree turn and offered me two options
Option 1. sell your stake for peanuts (less than 10k)
Option 2. Don't sell but there will be no support to the project anymore (financially and distribution wise). So the business is dead, as it was based on them supplying the goods and providing additional loans for marketing.
The only assets in the business are a couple of domains, a trademark and an exclusive distribution agreement. The Distribution agreement is with the firm they control, so they pretty much killed that.
Now they are acting like this is my problem to deal with and that I as a Director have to find the funding to settle all unpaid company debts.
I would appreciate any advice on the following
1) if the other three shareholders are also involved in the distributor, do I have any "Conflict of interest" defence to leverage the Distribution agreement and exclude them from trading in this zone without my involvement? I invested 18 months of hard work into this and being shafted.
2) can they make me responsible for all company debts
3) can I invoice the company for 18 months of director services, and take the assets remaining after paying off suppliers?
What direction shall I be looking towards and what advice shall i be seeking? Any suggestions are appreciated.
Sorry for the long post and thanks in advance for all suggestions.
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