business partnership advice needed

superscholesy

I started a business in late 2009. It was set up as a limited company with my business partner, no partnership agreement had been set up and we agreed that everything would be 50/50. Due to my wife being ill, I have accepted a job offer meaning I can no longer work full time on the business.
I recieved the following email today and I was looking for advice on what my next step should be:

The two choices we discussed during our informal conversation on 19/01/2010 relating to your continued employment in the capacity of Managing Director are as follows.

You would be required to adhere to the Articles and Memorandums of Assocition, and British Common Law relating to employment. In simple terms you will be required to actually attend work when stipulated and without causing any further conflict of interest or bringing the company into disrespute.

If you wish to continue your employment with ********* Ltd. a disciplinary procedure will be enforced due to:

-You (********* ) approached and entered into employment with a supplier( ********* ) of ********* Ltd. and in doing so you have created a conflict of interest between the two parties. You were cautioned on three seperate occasions that this course of action is unacceptable and will not be tolerated, as it will be to the detrament of the company.

-Your current commitment will be discussed in depth as you failed on numerous occasions to complete projects (Portfollio, Health & Safety assesment, etc.) which were assigned to you.

-Your attendance will also be discussed, as you failed to attend work at ********* on 23/01/2010, bringing the company into disrespute and undestaffed, as you were fully aware that you were the only other member of staff available to cover the above mentioned stand.

The second option we discussed:
You would be required to resign your current position as managing director. You will retain your current share in ********* Ltd. until such time as your investment has been fully repaid. Your investment will be repaid during a period of no more than 24 months starting from 19/01/2010. You will also be liable for your personal accounting costs that you may incur with ********* as and from the date ********* Ltd. receive your resignation.

Your access to company bank accounts, e-mails, customer information, etc. has been restricted pending your decision. Any breach of the above mentioned restrictions would leed to immediate dismissal. I believe that ********* Ltd. have been more than accomadating in the past and with the current situation. I would require a decision from yourself before the end of the working day on 29/01/2010.

On the three points I was approached by our supplier to work for him, I completed the tasks but not to my business partners standards/approval, I told my business partner I would work on 23/01/2010, but he told me he had covered the staffing.

ukbill69

Id suggest terminating as a director and cut all ties and take it as a lesson not to do a partnership again.

TM1976

Firstly I would say take independent professional advice.

Basically the jist of this is:

You own half a Ltd comany (not a partnership). You potentially get a director's salary too.

Your business partner wants you to resign as a director because he doesn't want to be obligated to pay you a salary or for you to continue to have a say over how the company is run when you are not working there.

You also own half the shares - so effectively half the net assets of the company. Your partner wants to buy you out of the company within 2 years.

The partner doesn't necessarily have the authority to sack you but I can understand why they want to get you out of the picture.

Take professional advice as to whether their financial offer to buy you out is fair and accept it if it is.

paulwf

anniep9999...as both your post and the original post are complex issues would you mind starting a new thread and deleting your message here? I can just see things getting very complicated and confused if the two separate issues are discussed here.

anniep9999

Sorry, some confusion about how to post, have reposted as a new thread
Thanks
Ann