• Attempt to upsurge shares by a director

Me & my partner hold 27% shares each in the company. The third partner who came as an investor holds 46%. Now, with fresh investment required, the partners have to contribute as per the share holdings.
Me & my partner are short of funds & can only raise individually to a certain amount. The Majority partner senses that we will have difficulty to raise beyond a point( while he has the resources) is pushing us that either it will be a stretched amount or he wont allow fresh raise of funds
The worst part, the46% partner has told my other 27% partner that he may not worry about his fund as he will get him loan/support him. In that case, I will not be able to meet up to the demand & my shares will be liquidated in favor of 46% partner. His objective is to take our shares so that he hits 51%!
How do I stop this unjustified action of the 46% partner ? He is ready to fund the other 27% partner so that I become a minirty holder? The funds which he is asking to be raised cumulatively is more than what is required
Asked 2 years ago in Business Law

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5 Answers

If you cannot afford to raise the demanded funds you can intimate him about it expressing your helplessness in this regard.

He cannot take any action violating the rules and conditions of articles of association or memorandum or association or even the partnership agreement..

You are silent about the conditions of the partnership deed in this regard.  

When partners fall out, the ownership, control, and even survival of their company are threatened.

In your situation the dominating partner is trying to take an advantage over your helplessness to raise additional funds. 

A statement of control signed by all partners should specify what will happen if a lesser partner doesn’t agree with the controlling partner. The lesser partner may have the right to leave, for example, and to have his or her equity bought out at a predetermined formula price. Or there may be a formula whereby the company can buy out a lesser partner who doesn’t abide by the controlling partner’s decisions.

The company’s ongoing leadership can be determined by merit at least this arrangement has a better chance of working than if the question of leadership were decided between rivals.

You may rope in a chartered accountant and have a group discussion for way forward overcoming the current crisis on the basis of the partnership agreement and the conditions of AOA..

T Kalaiselvan
Advocate, Vellore
87175 Answers
2341 Consultations

Since, contribution of partners are in and accordance by agreement , any increase in contribution of partners capital may amount to alteration of  Agreement.

 

2) The capital clause should have the possibility of additional capital contribution. The clause can provide that the additional capital can be borrowed from the bank if the partners make loans. The loans will be in the same percentage as the initial capital contribution. If the partners make any loans to the  firm then an agreement should be set upon which the loans will be repaid

Partners consent is necessary either by written or partner meeting resolution

 

 

3) After obtaining consent of partners next requirements is getting the revised agreement signed by respective partners.

Ajay Sethi
Advocate, Mumbai
96972 Answers
7828 Consultations

You need to send him a legal notice and also approach registrar of. partners for the same

Prashant Nayak
Advocate, Mumbai
32492 Answers
201 Consultations

You need to raise the required funds, there is no legal solution for your problem. If you suspect any fraud, you file a criminal complaint under Section 447 of Companies Act, 2013 in the designated Court at Mumbai. 

Ravi Shinde
Advocate, Hyderabad
4195 Answers
42 Consultations

Dear Client,

                  The dispute in partnership dispute can be solved by the various methods like arbitration, mediation and negotiation. Court proceeding and awards are also the ways in which a dispute can be settled.Removal may be as simple as the member submitting a letter of resignation, depending on the relevant provisions. However, if the member is not willing to voluntarily resign, the provisions might provide, for example, a voting procedure allowing the other members to vote for the removal of the recalcitrant member.

If you don't have a management agreement in place that can facilitate one partner buying out the other, a deadlocked disagreement between partners can end up in court. A disgruntled partner can bring a civil suit to force a buyout or to wrest control of the business from another partner.You'll have to file a dissolution of partnership form in the state your company is based in to end the partnership and make it public formally. Doing this makes it evident that you are no longer in the partnership or held liable for its debts. Overall, this is a solid protective measure.You can value the business by considering the value of its assets, taking into account what it would cost to replace everything that the partnership owns. You can consider the amount of cash the company brings in and project that amount into the future to establish value.With a buyout over time, you'll pay set amounts of money to your former partner over time until the purchase is complete. With an earnout, the selling partner would also be paid over time, with the added condition that they stay with the company for a transition period to help improve sustainability.Having a partnership change in ownership can mean adding or withdrawing partners. Partners can agree to add new partners in two different ways. The partner who's new could buy out part or all of the interest of the current partner or partners.

Thanks & Regards

Anik Miu
Advocate, Bangalore
10182 Answers
120 Consultations

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