Unfair Practices in Business Partnership – Need Guidance

[accacc]

Hello everyone, I need some advice regarding a business situation in the UK. I started a small food business with two friends who each have their own eateries. We formed a limited company, and each of us paid a £700 deposit. However, after a month, they suddenly decided to cancel the plan to open the food business.

They promised to refund the deposit, but it has been six months, and they are unresponsive. They changed the company's bank account password, and I received mobile app notifications even though I cannot access their bank account. Despite the company not being operational, they continue to use the bank account for financial transactions with their other ventures.

While I would like to recover the £700, my main priority is to resolve this matter, as it has already taken a toll on my health. I'm concerned about the potential impact on my involvement in the company, as they control the majority of shares. I've consulted a lawyer who suggested two options: paying £600 to resign as a director or £1200 for a share transfer agreement.

I would like to understand if there are any unknown financial transactions that I might be unknowingly involved in. If there are, do I bear any legal responsibility? This is my primary concern. Do I need to worry about this?

If anyone has insights or solutions to this situation, especially if there are low-cost or alternative methods, please provide your advice. Any input would be greatly appreciated. Thank you!

[atticus]

Are you a shareholder of the company? If so, how many shares in percentage terms? And are you a director?

[accacc]

Are you a shareholder of the company? If so, how many shares in percentage terms? And are you a director?

Yes, I am a shareholder and a director of the company. There are three of us, each holding 33% of the shares

[atticus]

Have you offered to sell your shares? Surely all that will need is a stock transfer form.

[echat11]

Directors has 'fiduciary duties' to all the shareholders, they can't choose to ignore you as a fellow Director / Shareholder, if they do they are breaching their duties as Directors of the company.

Posted for information only - https://www.franciswilksandjones.co....uciary-duties/

[accacc]

Have you offered to sell your shares? Surely all that will need is a stock transfer form.

If they've blocked my phone and are not responding to emails, can I unilaterally sell my shares to them? If there is sufficient notice period.

[accacc]

Directors has 'fiduciary duties' to all the shareholders, they can't choose to ignore you as a fellow Director / Shareholder, if they do they are breaching their duties as Directors of the company.

Posted for information only - https://www.franciswilksandjones.co....uciary-duties/

I recently discovered financial transactions in the bank account of this shell company , and there might be plans to utilize the company for borrowing through regular channels in the future. I am concerned that I may not be able to prevent this, given their majority ownership. Do they have the authority to do this? Can trust responsibilities protect my interests? Thank you.

[atticus]

You cannot ever unilaterally sell shares. Selling shares is a two way process.

Write a letter.