My husband told me some months ago he was going to ''wrap up the business'' he is 55% shareholder and I 45%, he has split the retained profits between us and has now asked for it back, appears he acted hastily and should have done it through the receivers. Also found out he set up a new business and put ow on as director 5 months ago. he has ceased trading in the original company
My questions are although the business is basically his earnings as he is paid through an agency, does he need my agreement to go into liquidation, can I refuse? He said as I have not made any contribution as company secretary in the passed year I will not get any wages. As he as moved to a different town it would be to difficult for me to do any duties for him. Could I claim any type of redundancy as he as effectively put me out of work?
There are different rules for voluntarily winding up a company and being wound up as a result of creditors putting the company into administration and liquidation.
However, both types of winding up should be done via an insolvency practitioner to make sure that the company is meeting its obligations in law to its shareholders, directors, employees, creditors and any money due to the IR.
As you were receiving a wage from the company I do not think a court would take a particularly sympathetic view to a husband stating that a stbx wife is not entitled to wages especially bearing in mind he has set up in a new business with another woman.
I agree you need the proper advice of a company lawyer (good luck with that what ever you do do not mention that you are going through divorce as at that point you may find they refuse to help you sighting that you need a family lawyer).
However, there is scope for help here but you would need someone competent under section 37 of the matrimonial causes act.
That particular section deals with exactly the type of issues you are discribing - a spouse choosing to disipate marital assets and income out of the marital aquest up to 3 years before divorce procedings commence.
I read in my degree course book on the subject of family law and section 37 that a disposal in this way can be dealt with in a Chancery Court.
You say that you have been paid by your husband a sum of money equivilent to 45% of your shareholding.
As he has done that, invested his part in another company with another woman I do not see why for the time being you should pay it back.
Obviously there are more issues such as any other marital assets, any children, your ages and all the other normal sort of stuff.
Can you give an indication of why he wants you to pay him the money back. For the timebeing you might like to consider giving him an undertaking that you will hold on to the money without spending it unnecessarily (unless you need it for living expenses).
My husband took it upon himself to wrap up the business. It appears from what the accountant has said, the funds need to be returned so the company can be dissolved in the most tax efficient way to deal with the retained profit is to treat it as capital and as a result this qualifies for entrepreneurs tax relief with only 10% tax having to be paid.
He ceased trading in April 2012, set up another company with the ow as director of that new company. I have also discovered he has been paying her expenses from our original company for the last 13 months.
Well that sounds more encouraging. As you were shareholder and a director you are also entitled to exactly the same information as your husband - so make sure that you get all this from the accountant and also that the correct corporation tax and other liabilities are sorted out.
The payment of 13 months wages should be covered under section 37 as it is basically filtering away marital assets without your consent but be careful because it could be that she was doing a ligitimate job and should have been paid.
Good thing is that there must be a paper trail so at least you can have a good look at it and a good think about how to proceed.
I would be asking the accountant what they are going to be doing with your funds if they are returned as I would not in your circumstance be happy to pay them to your stbx (in any case the company is sort of gone) and I think they need to go into the accountants trustee holding account for client.
The ow is an employee at the very very large international company where my husband is a sub-contractor. I have noticed in recent months he is working on a different site to her, don''t know if this is anything to do with their relationship, I would think there relationship and working together could be seen as a conflict of interests. I looked on companies house and found his new business, it didn''t have my husbands name showing just hers as director also the it is registered at the accountants address and not their home address, don''t know if that is of any interest.