barbie12345
Junior Member
Me and my husband jake are hairdressers. Initially, we had no business premises but operated a mobile hairdressing business together Clipping, visiting the homes of customers in two vans, both of which jake had purchased for use in the business.Our client list and profits grew over the first five years of trading, we spotted a rental space in a building in an excellent location, and decided to expand the business by opening a salon.We needed approximately 50,000 to turn the space into a fully equipped salon.
My mother, Mo, was willing to provide funding but insisted on becoming a part-owner of the business. To accommodate myself ,Mo, and Jake we decided to form a company and open a salon. On 1 January 2012, we registered a company with the name Clipping ltd through which to run our business.. Clipping ltd had an initial share capital of 100 made up of 100 x 1 ordinary shares of which me and Jake each owned 50 and the original directors were me, Jake and Mo. On the day Clipping ltd was incorporated, in return for 50,000, Mo was issued with 50,000 x 1 shares.
The key rights attached to the shares issued to Mo were set out in the articles of association as follows
The right to a cumulative, preferential, fixed dividend of 5 per cent per annum payable on or before 31 January following the relevant year end
The right to return of capital on a winding up in priority to ordinary shareholders
and No right to vote on any matter unless dividends are in arrears, in which event each share shall carry one vote on all matters.
Our company rented and equipped a new salon in which Jake worked. I continued to visit customers at home. After a slow start, We employed Louise, a stylist who proved to be very popular, and the salon became very busy. In the year to 31 December 2012, its first financial year, we made a loss of 10,000 but it turned this around and made 30,000 profit in 2013. In February 2014, at a directors meeting to which Mo had been invited but was unable to attend, me and Jake confirmed that a dividend of 2,500 be paid to Mo, and recommended payment of a dividend of 27,500 to ourselves, as ordinary shareholders. Immediately after the directors meeting, me and Jake held a shareholders meeting and declared the 27,500 dividend. me, Jake and Mo received our dividends later that week.
In September 2014, Louise resigned, to set up a competing hairdressing business. Although earnings fell sharply after his departure, we still managed to make a profit of 50,000 in 2014. Unknown to Jake, i have now discovered the following Jake and Louise are having an affair Jake has transferred ownership of one of Clippers vans to Scissors Ltd, a company of which Jake and Louise each own 50 per cent. Louise is using the van in Scissors Ltds mobile hairdressing business and In October 2014, Jake contracted in the name of Clipping ltd to buy hairdressing equipment worth 20,000 from Dry Ltd.
The new equipment was delivered to Clipper Ltds salon in November 2014 and Jake promptly took the newly purchased equipment to Louise who has been using it ever since. Dry Ltd has not been paid. I do not want to continue to operate the salon and have found a buyer willing to pay 25,000 for the old furniture and equipment in the salon.
If possible, i would like to wholly own Clipping ltd and continue the mobile hairdressing aspect of the business. I wish to minimize the liabilities of the company and assert any rights she or Clipping ltd may have. could you advise me on whether i am able to bring any and all involvement of Jake in Clipping ltd to an end and, if so, the steps i would need to take. I would also like advice on the liabilities i or Clipping ltd may have and any legal rights it or i may be able to assert in relation to Jake? as a shareholder in the company.
My mother, Mo, was willing to provide funding but insisted on becoming a part-owner of the business. To accommodate myself ,Mo, and Jake we decided to form a company and open a salon. On 1 January 2012, we registered a company with the name Clipping ltd through which to run our business.. Clipping ltd had an initial share capital of 100 made up of 100 x 1 ordinary shares of which me and Jake each owned 50 and the original directors were me, Jake and Mo. On the day Clipping ltd was incorporated, in return for 50,000, Mo was issued with 50,000 x 1 shares.
The key rights attached to the shares issued to Mo were set out in the articles of association as follows
The right to a cumulative, preferential, fixed dividend of 5 per cent per annum payable on or before 31 January following the relevant year end
The right to return of capital on a winding up in priority to ordinary shareholders
and No right to vote on any matter unless dividends are in arrears, in which event each share shall carry one vote on all matters.
Our company rented and equipped a new salon in which Jake worked. I continued to visit customers at home. After a slow start, We employed Louise, a stylist who proved to be very popular, and the salon became very busy. In the year to 31 December 2012, its first financial year, we made a loss of 10,000 but it turned this around and made 30,000 profit in 2013. In February 2014, at a directors meeting to which Mo had been invited but was unable to attend, me and Jake confirmed that a dividend of 2,500 be paid to Mo, and recommended payment of a dividend of 27,500 to ourselves, as ordinary shareholders. Immediately after the directors meeting, me and Jake held a shareholders meeting and declared the 27,500 dividend. me, Jake and Mo received our dividends later that week.
In September 2014, Louise resigned, to set up a competing hairdressing business. Although earnings fell sharply after his departure, we still managed to make a profit of 50,000 in 2014. Unknown to Jake, i have now discovered the following Jake and Louise are having an affair Jake has transferred ownership of one of Clippers vans to Scissors Ltd, a company of which Jake and Louise each own 50 per cent. Louise is using the van in Scissors Ltds mobile hairdressing business and In October 2014, Jake contracted in the name of Clipping ltd to buy hairdressing equipment worth 20,000 from Dry Ltd.
The new equipment was delivered to Clipper Ltds salon in November 2014 and Jake promptly took the newly purchased equipment to Louise who has been using it ever since. Dry Ltd has not been paid. I do not want to continue to operate the salon and have found a buyer willing to pay 25,000 for the old furniture and equipment in the salon.
If possible, i would like to wholly own Clipping ltd and continue the mobile hairdressing aspect of the business. I wish to minimize the liabilities of the company and assert any rights she or Clipping ltd may have. could you advise me on whether i am able to bring any and all involvement of Jake in Clipping ltd to an end and, if so, the steps i would need to take. I would also like advice on the liabilities i or Clipping ltd may have and any legal rights it or i may be able to assert in relation to Jake? as a shareholder in the company.
