[yourlocaltrades]

I am trying to remove a director/shareholder in YLT, she has 15%.
It has come to light that she has something else which is basically ripping me off!!
She has not paid the initial investment fee that was also agreed.
As 85% shareholder/Director, i want to sell the domain names, can I?
Could i just turn the website off?
She has also REFUSED to sell her stake, and said that she wont do so:
Email sent this morning(part of):
As I have already made clear my shares are not for sale. Under the terms of the agreement I have to be given first option to buy out Steve’s shares before they are offered elsewhere. I have not been given this option and I will consider it once it is brought to me.

Steve and I remain Directors until we agree otherwise. That is the situation. Any attempt to sell shares outside of the existing shareholders would be overturned.
A decision needs to be made by both shareholders. Neither can make a decision to sell the company without the other’s agreement.

[Mike]

Hmm, not my area of expertise im afraid, but hopefully someone will be here to help soon!

Hope you get it sorted, doesnt sound nice

[IP2]

I am trying to remove a director/shareholder in YLT, she has 15%.

You can not force a shareholder to sell their shares.

It has come to light that she has something else which is basically ripping me off!!

As a Director she has a legal obligation to act in the best interests of the company, if what she is doing is not, then she should be removed as a Director.

She has not paid the initial investment fee that was also agreed.

Could you clarify that, are you saying she has not paid for her shares?

As 85% shareholder/Director, i want to sell the domain names, can I?

Unless your Memorandum or Articles of Association contain anything odd, then as the Majority shareholder the simple answer is yes, providing you are acting in the best interests of the company.

Could i just turn the website off?

Again this comes down to whether this is in the best interest of the company, if it is not, she could theoretically sue you for acting in self interest at the cost to the company and by so doing devaluing her shares.

She has also REFUSED to sell her stake, and said that she wont do so:
Email sent this morning(part of):
As I have already made clear my shares are not for sale. Under the terms of the agreement I have to be given first option to buy out Steve’s shares before they are offered elsewhere. I have not been given this option and I will consider it once it is brought to me.

Unless it is explicitly legally written that either / both of you have first refusal to buy each other out then either of you are free to sell to who you like, but neither of you can force a sale.

Steve and I remain Directors until we agree otherwise. That is the situation. Any attempt to sell shares outside of the existing shareholders would be overturned.

A decision needs to be made by both shareholders. Neither can make a decision to sell the company without the other’s agreement.

To recap, a Directorship is an appointment not a right, therefore she can be removed as a Director, especially if she is not acting in the companies interest and unless you have signed her away first refusal to buy your shares, you can do what you like with them.

Hope that is of some help.

[yourlocaltrades]

IP2:

She was supposed to pay £5000 for her 15%, but done all the "setting up" as Ltd without paying. I got an email saying "all done"!!

I have sent of Form 288b and 287 this morning, changing the Registered Address and also removing her as a Director.

Excellent reply for me IP2, Thank You.

[IP2]

Glad to help mate.

Do you have anything in writing to show she had agreed to pay in £5k for her shares?

[yourlocaltrades]

Originally Posted by IP2

Glad to help mate.

Do you have anything in writing to show she had agreed to pay in £5k for her shares?

We had discussed it via email-and i can't find them(deleted them i think).
Typical!!

Looks like it has been agreed that i buy them, for £1000, not bad considering it is in essance mine ANYWAY!!!

[yourlocaltrades]

It is all sorted know, many thanks to you who helped!

I have learned alot from this mistake!
Thanks again
Steve