SHAREHOLDER ADVICE PLEASE FOR A SMALL LTD COMPANY (I am frozen out of)

[HR BLAH BLAH]

Happy New Year to all.

Really need some advice and help please.

in 2022 I was given a 20% share in the ltd company I worked for. The other two 40% shares are owned by the man and wife who own the business. I left the business in January 2025. In all my time of being there as a 20% shareholder I have never had any financial dividends payment or any communication or updates whatsoever etc from them regarding my shares. Since I have left I have emailed the owners on a number of occasions asking for copies of the accounts, p&l info, meeting minutes, what dividends they have been taking over the years and where is my share etc. They have abruptly replied and told me it’s none of my business. This business is still trading as we speak and probably turns around £600k per year.

So, what are my rights here ? Am I due any backdated dividends ? Can they just ignore me ? Is it illegal what they are doing to me ? Have they broke the shareholder rules and if so what are they ? Can they buy me out ? Are my shares meaningless ? What am I entitled to see and receive as a 20% shareholder ? Can they just ignore my emails ? My worry is they are paying themselves monies that I should get a share of also and I am just frozen out forever. Am I owed dividend money backdated to 2022 as a 20% shareholder ?

I want to go and see a solicitor over the next few days and get them to write to them officially asap to sort this mess out and get any backdated or future monies that are owed to me but before I spend a few hundred quid on solicitor fees I am hoping the good people on here can advise me and maybe help me word a strong email to them threatening legal action maybe ?

Thankyou and really looking forward to your advice and help

[HariSeldon]

Am I owed dividend money backdated to 2022 as a 20% shareholder ?

The checking question is has the company actually declared any dividends? If it hasn't then you are not owed anything. You can check here:

https://www.gov.uk/get-information-about-a-company

The problem is that if they are paying themselves monies as employee wages rather than shareholder dividends then you are not entitled to a share of that. You do have a legal right to insist on seeing the accounts but as 2022 to 2024 accounts will probably be publicly available now anyway via the link above that's not a particularly great benefit.

You do have other rights which depend on what your Shareholders' Agreement says if you have one?

[HR BLAH BLAH]

I don’t have any shareholders agreement ? Where does it tell me exactly on the companies house link about the dividends they’ve paid themselves ?

[HR BLAH BLAH]

Thank you by the way !! For you help

[HariSeldon]

I don’t have any shareholders agreement ? Where does it tell me exactly on the companies house link about the dividends they’ve paid themselves ?

If they've paid any dividends then they should appear in the downloadable accounts document for each financial year; they should show in the balance sheet calculations and possibly also in any director's report that is included with the accounts. The starting point though is that dividends can only be paid out of profits so do the accounts show they've been making a profit for each of the previous three years?

[HR BLAH BLAH]

These are the latest accounts on the government website from Dec 2025. Apologies I’m not an accountant so don’t know what this means !! If you could explain in layman’s terms please !!!

[Tofros]

Is there only the one page to the accounts? What do the notes say?

if there is no shareholders agreement tge rights of the shareholders will be set out in the Articles of Association which should be available on Companies House. Is there just one class of shares? The types of shares that tge shareholders hold should be sent out in the annual confirmation statement, and at some point in the recent annual statements it should list who the shareholders are and if there have been any changes.

do you have a share certificate?. By what mechanism did you get your shareholding and for what reason? Were new shares issued to you or did the other shareholders transfer some to you? What was the value of the shares when you got them. Did you pay anything for the shares? There’s a form which has to be filed at Companies House if new shares are issued. If you had new shares and did not have to pay anything they must have been paid for by a transfer of profits from the retained reserves account I think.

[HariSeldon]

These are the latest accounts on the government website from Dec 2025. Apologies I’m not an accountant so don’t know what this means !! If you could explain in layman’s terms please !!!

There's not enough information there to give a definitive answer but essentially the company only has assets of £10k, is worth less than £20k and one way or the other lost £13k of value over the previous two years; that £13k loss may have been a trading loss or it may have been something else, if the former then there would not have been any dividends declared or paid and so you wouldn't be due anything.

As Tofros says, you should also check the Confirmation Statement on Companies House to be certain that you are listed as a shareholder and that there is only one Class of Shares so all shareholders have the same benefits and eligibility to receive dividends.

[atticus]

Have you considered asking the 80% shareholders whether they would like to buy your shares, and if so what they offer to pay?

You have provided only an extract of the accounts, but they give the impression of being abbreviated accounts, designed not to give answers to any of your questions.

Under s476 Companies Act 2006 you have the right to request that the next accounts are audited - https://www.legislation.gov.uk/ukpga...46/section/476. That is sometimes a way of making things happen.

[HR BLAH BLAH]

Thank you

They look like the basic abbreviated accounts with no notes on. My share certificate just says I have two ordinary shares and they have four ordinary shares each. My worry is they have been taking dividend since 2022 and I have nothing . Shall I send them an email before I start getting a solicitor involved ? If so what should my wordings be ? If they can buy me out even better ?

[HR BLAH BLAH]

Atticus thank you can I demand audited accounts dating back to 2022 ? What about copies of bank statements, transactions, what dividends have been paid out, minutes from shareholders meetings, profit and loss information etc am I entitled to see that info also? My worry is they are fleecing me

[HR BLAH BLAH]

Atticus thank you can I demand audited accounts dating back to 2022 ? What about copies of bank statements, transactions, what dividends have been paid out, minutes from shareholders meetings, profit and loss information etc am I entitled to see that info also? My worry is they are fleecing me

[atticus]

There is no requirement for small company accounts to be audited. Section 476 Companies Act 2006 gives you the right to demand that the next accounts be audited.

As to the rest, as a minority shareholder in a small company you have very few rights. What were you told when you were given the shares? Did you sign anything at that time?

As I said, you can enquire whether the majority shareholders are willing to buy your shares back. Otherwise, sit and wait and hope that ne day they sell the company.

If you are willing to give the company name we can look at the articles of association for you, and also dig into any other information on publicly accessible records.

[HR BLAH BLAH]

Thanks atticus can I send you the name of the business privately

[HR BLAH BLAH]

Just sent you a private message atticus