partnership issues

[jill123]

hi everyone,
i have an issue with my business partners and could really do with some good advice, hope you can help.

im currently in business with five others (i now regret) it is a ltd company.
i wish to leave the business as i see it will fail in the near future, i have tried and tried to express my concerns and opinions of where the business is going but seem to hit a brick wall with my fellow partners.
i wish to leave the company but want to make sure i do it correctly, the business has a bank loan and an overdraft (personal guarantees).
im not interested in money, i just want to walk away. im concerned if i do can i still be held liable in the future if the business goes under.

any advice would be great thanks
jill

[accountantpete]

Depends on the terms of the personal guarantees you have given to the bank Jill.

Many have a period of notice which has to be served so check the T & C's.

[jill123]

ok thanks, i will check that. other than this can you see any other issues ?
im assuming i need to inform the bank,tax, companies house etc
is there a correct procedure ?

thanks very much

[accountantpete]

I am not a legal expert and would suggest you consider having a chat with a solicitor if the amounts are large and you want to explore ways in which your liability can be minimised.

Subject to this and presuming you don't have a contract with the company:

First of all you should put your resignation in writing and date it and serve it on the company.Keep a copy with some proof that you have delivered it to the company.

You will need to inform the bank - subject to my earlier reply. The company are responsible for filing form 288b which notifies Companies House that you have resigned. You don't need to inform HM Revenue & Customs until they send your tax return.

You will need a P45 from the Company.

Best of luck.

[jill123]

thanks for the good advice, your a star.
im making an appointment with my solicitor in the morning.
thanks once again

[Indizine]

good luck with it all Jill, and don't let the disappointment of the ending of it get you down. You tried, and it didn't work out but hey, you can move on to better things.

[accountantpete]

On a practical note Jill make sure you check all the little areas - if your car is insured by the company they may cancel the insurance etc.

[jill123]

thanks again for your help,

i have spoken to my solicitor today over the phone, the advice he gave me was to firstly discuss it with my accountant regarding resignation, redistributing shares, personal liability etc. (i will be calling my accountant in the morning)
once my accountant is informed of my "possible resignation" and im fully informed on the above, i should then call a meeting with my partners & accountant present.

During the meeting i then offer my resignation & reasons why, which then leads onto redistributing shares on the terms that the remaing partners inform the companys house,inland revenue & bank etc that im no longer a director/part of the business.
this should include personal liabilites etc.

my solicitor said to take notes/record the meeting and have some sort of written confirmation from partners. with my accountant present he is a witness.

i hope i have got this right, what are your opinions ?

[accountantpete]

My only thought is whether your accountant is also the company's accountant - this could create a possible conflict of interest.

If they aren't then I don't see any problem with this. They will advise you on any Capital Gains Tax issues re the shares etc.

I would also contact the bank directly to make sure they have been informed of your resignation.