Advice Needed. Removing directors from Pty Ltd.

Del Piero 10 said:
Thanks IzZzy, some solid advice. I really have to think this through considering the time constraints.
Click to expand...

What is the shareholding split between the shareholders? They key is to get them to play ball consensually, and only resort to legal tactics as a last resort.
 
Would it not be best to just ask them if you can buy them out as you would like to start trading out of the business with some new idea you have and that you want to go at it solo?
 
That's why I love this forum so much....

Lots of banter, laughs, jokes etc... but always something to learn.....
 
IzZzy said:
What is the shareholding split between the shareholders? They key is to get them to play ball consensually, and only resort to legal tactics as a last resort.
Click to expand...

40 - Me
40 - My friend that runs his own business
10 - My friend that works at a horrible firm
10 - My sister

My friend that has the 40% sharehold is passive aggressive. He avoids confrontation at all costs, so it could go either way.

Freaksta said:
Would it not be best to just ask them if you can buy them out as you would like to start trading out of the business with some new idea you have and that you want to go at it solo?
Click to expand...

It is an option but i need to explore all options as time is of the essence. I need all of this resolved before the 15th of this month so i can forge ahead.
 
Del Piero 10 said:
40 - Me
40 - My friend that runs his own business
10 - My friend that works at a horrible firm
10 - My sister

My friend that has the 40% sharehold is passive aggressive. He avoids confrontation at all costs, so it could go either way.
Click to expand...

That's unfortunate, you and your sister combined only hold 50% and not 50%+1 - so you need to convince one more friend if you want to force through a removal of directors. Worst case scenario to effect a compulsory takeover: You manage to acquire the 10% shares of the friend (so you control 60%) and so gain control of the board. With control, you effect a buyback for the company to buyback 99 of the 100 issued shares, leaving you the holder of the last share. Obviously not as simple as that, and would be my last case scenario as its frought with issues.
 
IzZzy said:
That's unfortunate, you and your sister combined only hold 50% and not 50%+1 - so you need to convince one more friend if you want to force through a removal of directors. Worst case scenario to effect a compulsory takeover: You manage to acquire the 10% shares of the friend (so you control 60%) and so gain control of the board. With control, you effect a buyback for the company to buyback 99 of the 100 issued shares, leaving you the holder of the last share. Obviously not as simple as that, and would be my last case scenario as its frought with issues.
Click to expand...

I heard throught the grapevine that my one friend wants out so that's good. Of course i'll have to find out if it really is the case but i'll schedule a meeting for this weekend to bring all this drama to an abrupt end.

Thanks for all the advice guys, you're all awesome!
 
Del Piero 10 said:
I heard throught the grapevine that my one friend wants out so that's good. Of course i'll have to find out if it really is the case but i'll schedule a meeting for this weekend to bring all this drama to an abrupt end.

Thanks for all the advice guys, you're all awesome!
Click to expand...

So did the weekend meeting take place? What was the outcome?
 
I had to reschedule the meeting due to rAge 2013. Meeting is set for this wednesday.
 
Paul Hjul said:
On what basis are you stating that they are not shareholders in the business?
Click to expand...
By the information I have read from the original post and working with business at a bank(not to be named) the CIPC certificate that you get when registering the pty and the cor 14.1,14.3 and 15.1A state the directors. There will be a seperate shareholders certificate. In terms of whats on the CIPC that you pull off their site will only state the directors so it is a very valid point to state that the directors can and often do differ from the actual shareholder.

Getting back to the question at hand. To remove directors its as Acc101 said however the turnaround time for CIPC to actually update is around 6 weeks.They will however issue a letter to confirm the change of directors. Changing the shareholders and the certificate is up to the company to issue the share certificate and note it going forward.

Good luck changing the directors, most times its a nightmare to change them. Note however that registering a new business in a relatively similar name,when you attempt to open a new business account,my bank often flag this as rather dangerous as it begs the question of compliance and why did you open a new business and continually do so. Anyway thats my 2c
 
DigitalSoldier said:
So what happened ?
Click to expand...

Postponed again. My one friend managed to impregnate the demon & my other friend announced his engagement before the meeting. I've sent notices to both of them via email, whatsapp, sms & skype chat for a directors meeting set for this Saturday. So there's no way they can say I didn't notify them.

I did however manage to get my client to push back the contract date by a month.
 
Del Piero 10 said:
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.:D



I'm well aware that, i should have highlighted the fact that they're shareholders as well.

,,

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.:p



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.
Click to expand...

If you are doing all the work then I suggest you award yourself a large salary, your 'mates' remain as non-executive directors/shareholders, and profits are apportioned after expenses. At least you earn the lion's share!
 
If you are doing all the work then I suggest you award yourself a large salary, your 'mates' remain as non-executive directors/shareholders, and profits are apportioned after expenses. At least you earn the lion's shar
 
You need to man up and give them a good fecking talking to.Thats what I would do, and this is why you dont do business with friends and family.
 
Batista said:
You need to man up and give them a good fecking talking to.Thats what I would do, and this is why you dont do business with friends and family.
Click to expand...
Looks like you've been caught by the necrophile as well
 
You must log in or register to reply here.
Back
Top
Sign up to the MyBroadband newsletter
X