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Can the directors of a company put it into liquidation and then start again using the original customers?


i am a 20% shareholder in a company. i am not a director, the other 4 shareholders are directors but although the company is very viable and has a 200k turnover they are talking about liquidating the company because they have had a major falling out and can no longer work together. i have reason to believe that they will split into two camps and divide the current customers between them- leaving me stuffed!!! if they are responsible for the failure of the company is it legal for them to restart using the original company customers, and do i have any safeguard for my investment

Do not take this without protest. As there are shares I assume it is a limited liability company and there are safeguards for minority shareholders.
First action is to ask them, preferably in writing, to tell you as a shareholder what their intentions are.
If you do not obtain a satisfactory answer that protects your stake in the business consult a solicitor. Most will give you an initial meeting at no cost.
Another step is to approach the local Citizens' Advice Bureau
which has a legal panel for people unable to afford solicitors.

When they breakup the company make sure the value of the customer list and any other intangible assets are taken into consideration at the time the value of the company is established. This way when they cash you out (assuming you are not going to go into business with either group) you will at least get your share of the value of the customer list.

If a majority of the stockholders say shut down the business that is what is going to happen. If it is a partnership and one partner leaves the whole partnership is dissolved.

Good luck.

If they use different company names technically there is nothing to stop them.If however they`ve ripped people off and then dissolved the company it`s a different matter.

yes they can do this. they are basically ceasing trading. the capital or companies worth will be divided between the share holders according to the number of shares held. I would imagine a special meeting will be had and votes will be cast.

do you know if your shares entitle you to voting rights? normally i think a 75% vote in favour but this depends on the type of meeting etc...

the directors can then set up a new company with new share holdings etc... and begin trading from scratch. whether they use the same customers or not isnt an issue.

what you do need to ensure is whether you are offered a share holding in the new companies or not and whether you want to be or not but you cant make them offer you shares its up to the directors. unless they are friends or family then this maybe different and they may offer you some part.

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