Australia's leading provider of affordable legal kits and services
Call our Customer Care Specialists on 1300 728 200
   

Legal Forum

Welcome to the FREE AussieLegal Forum

Please select the state your legal matter resides in:

ACT  NSW  NT  QLD  SA  TAS  VIC  WA  

This legal forum is supported by participating lawfirms in your local area.

  FAQ FAQ  Forum Search   Register Register  Login Login

1/3 Shareholder, Director

 Post Reply Post Reply
Author
  Topic Search Topic Search  Topic Options Topic Options
Hamish71 View Drop Down
Newbie
Newbie


Joined: 29/November/2011
Location: Australia
Posts: 2
  Quote Hamish71 Quote  Post ReplyReply Direct Link To This Post Topic: 1/3 Shareholder, Director
    Posted: 29/November/2011 at 10:20
I am a Director (1 of 2) with a company with 3 shares. The other director and his wife own the reamining 2 shares.

I wish to leave the company, be relieved of my responsibilities as a Guarantor, and sell my shares for whatever the company is worth....probably not much (yay for manufacturing/engineering).

I understand the requirements of ASIC for resignation. I seek advice as to:

1. how to compel/entice the other shareholders to buy my shares. If they wont, can I get the company wound up, or what other options are available?

2. What is the best way to gain relief from my obligations as a guarantor?

Thanks in advance.

Edited by Hamish71 - 29/November/2011 at 10:21

rambler1 View Drop Down
Legal Guru
Legal Guru
Avatar

Joined: 01/May/2006
Location: Australia
Posts: 1861
  Quote rambler1 Quote  Post ReplyReply Direct Link To This Post Posted: 29/November/2011 at 12:09
1. how to compel/entice the other shareholders to buy my shares. If they wont, can I get the company wound up, or what other options are available?

You cant make the other shareholders buy your shares and you vant wind up a company if its solvent. So if you cant come to an agreement your other directors . your just stuck with a share you get dividends if any and if the company is ever sold then you get 1/3 of the proceeds efectively. Unless the other directors are doing shonky things to supress you as a shareholder you cant do muc.

2. What is the best way to gain relief from my obligations as a guarantor?

You cant unless you have the agreement of the lender is in writing, or someone else is prepared to go guarantor for you in writing. I assume this is a lending situation and not a guarantee to general creditors.

Edited by rambler1 - 29/November/2011 at 12:11
Luke 11 46: Woe unto you also, ye lawyers! For you load men with burdens that are difficult to carry, and you yourselves won't even lift one finger to help carry those burdens.

Hamish71 View Drop Down
Newbie
Newbie


Joined: 29/November/2011
Location: Australia
Posts: 2
  Quote Hamish71 Quote  Post ReplyReply Direct Link To This Post Posted: 29/November/2011 at 13:37
Not good news.

Is there any disadvantage to resigning as a director immediately, in terms of trying to get a resolutions of shares, or, trying to get a release from my guarantees?

rambler1 View Drop Down
Legal Guru
Legal Guru
Avatar

Joined: 01/May/2006
Location: Australia
Posts: 1861
  Quote rambler1 Quote  Post ReplyReply Direct Link To This Post Posted: 29/November/2011 at 14:47
the only disadvantage to resignng as director is that you are not involved in the business, wont get any fees if any, and you wont know whats going on in the company as a shareholder.

If you can sell or give away your share to the other shareholders then resiging is an obvious option

Resiging as director ???may?? release you from any action taken against the comany i.e. insolvent trading in the future but otherwise has little benefit.

If you can get a release from the bank on your guarantee,(i.e get the other directors to guarantee the debts) and any body else you have a signed a guarantee for, resigning helps but does not in itself release you from your guarantees.

Edited by rambler1 - 29/November/2011 at 14:48
Luke 11 46: Woe unto you also, ye lawyers! For you load men with burdens that are difficult to carry, and you yourselves won't even lift one finger to help carry those burdens.

 Post Reply Post Reply

Forum Jump Forum Permissions View Drop Down

Want to save money?

Check out our list of do-it-yourself legal kits.

Need formal advice?

Let us help you find a lawyer who specializes in your particular area of law.

Need further information?

Visit our legal forum where you can ask questions and search for similar topics.