To take off directors you will need to have a directors meeting whereby they resign as directors. You will need to have a Agenda, notice of the meeting and minutes. The minutes need to be signed by all directors and a resignation letter from each director. Get 3 original copies signed and have them deregisted with CIPC. Ask the person who registered your company to do the doc's for you. Otherwise register a new company but beware as a director you can't open a new company in competition to your current company as you could be sued by your "Mates".
Thanks for the advice. If time wasn't an issue I would have registered a new company. As for being sued by my friends, can't & won't happen. Both of them sell goods & services that we're doing with the company & they really dislike lawyers.
Don't forget there is a difference between being a director and being a shareholder. Being a director does not entitle you to share in the profits of a company, being a shareholder does. So if you want to get rid of your mates you will also need to remove them as shareholders too. Just removing them as directors won't cut it.
I'm well aware that, i should have highlighted the fact that they're shareholders as well.
remember they are shareholders in the business and that what you are wanting to do requires proper legal advise - so the short answer is see an attorney, the one who acted for the business in the registration process and who has the retainer for the business would be a good place to start but I suspect that there isn't one. Moro ever remember that this is a business matter so you should be paying and expecting to pay for work done.
I don't think you are going to be able to conveniently do what you want to do and the pitfalls are going to be huge a company law expert will be able to give you proper advise and should charge you a fortune to do it. I suspect though that you are looking at the situation through the wrong lens: will the other "partners" bring value to the company once the contract comes into fore? You appear to have a situation where you are feeling that you've done the hard work now and so should have exclusive enjoyment of the fruit but remember a business needs to run and having 4 rather than 1 (or 2 and if its 2 relatives that can add problems) directors could be a blessing or a curse.
Absent an actual fallout or breakdown of trust it seems to me that the issue is one of proper recognition - and equivalent profit sharing - of your work to date is what you want. For all you know the business once operational might have one of the mates doing more day to day running if something emerges in your life that necessitates somebody else shouldering work. I think before rushing to seek removal of people from a company establish whether there isn't consensus and agreement that you have done the work and should get the reward etc ... Then go and see the company lawyer and have a proper agreement put in place or if there isn't consensus then see the lawyer - either way see the lawyer and pay the bloody commercial fees.
It's not as black & white as i posted. I didn't want to go into fine detail in fear of starting an essay, followed by tl;dr responses but here goes. It's not an issue of me being greedy & wanting all the profits for myself. I can't rely on them to be professional & do what's required of them once business picks up.
My one mate currently has his own CC, he does IT support & various IT related services. Recently he met some tart that's got him going crazy. He does illogical things all the time lately & has had a series of epic screw ups in his business. He can't differentiate between his businesses money & his salary. He receives payment from a client & BLOOOOM he's off to sun city with his shapeshifting demon of a gf. He makes appointments to see long time clients who have paid for his services in advance & when time comes to work he doesn't pitch or even call to reschedule or apologise for not being able to come through. He's taken on too many projects at once & couldn't keep up with the demand. He's lost what ever business acumen he had, it would reflect badly on my sister & myself if he continues to be associated with the company. He's lost a few clients over a 3 week period & the only reason he hasn't lost all of them is because he offers ridiculously low rates.
My other mate has his head in the clouds. He's simply content to earn a simple salary & not think about his future. I tried helping them to make something better with their lives but i guess there are people that are ambitious & others that are comfortable with the bare minimum. There's nothing wrong with playing it safe, provided you save your money religiously.
That being said, currently the company is worth nothing really. I put up the cash for the registration. My mate had his accountant client do our books & other administration.
My question is, should i offer him an amount as settlement to part ways? He is struggling financially & that scares me, especially with this new toolbox gf of his thats threatens to break up with him unless he buys something for her or pays off some of her debts. He can't do anything with the bank account as all financial transactions need to be approved by me but he could in the future order stock from a supplier & sell it for cash.
They are. Don't stress for my mistake.
Talk to your partners. If you guys cannot sort this out by talking to each other then rather let this venture go and part ways on a good footing if possible. There is bound to be even more problems once there is money in the bank.
Somebody is going to get screwed one way or another. As Paul said, go see a lawyer, do not try and resolve this on your own if your partners do not buy-in.
As I've mentioned to Paul, there are major issues at the moment. Love or the illusion of love does strange things to us all. Currently there's no active involvement or any desire on their behalf to be active & make the business a success. With both my friends behaving like love sick pillocks, the scent of new business & money is sure to get them thinking & doing stupid things in the business.
I know i should address the issues at hand but they're lovesick & all reasoning goes out the window. I'll most probably sit down with everyone involved but one thing for sure is, I certainly wont mention the contract work in place for November.
