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Thread: Managing members of a CC who withhold information

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    Managing members of a CC who withhold information

    Good day,

    I have a situation and am in dire straights as the story below will outline.

    In January 2012, I responded to an advert looking for a shareholder to purchase 30% in a new food and manufacturing business for R100k. I flew down especially to meet with them (J & R) to have a face on face meeting and from the outset the meeting went fine. I agreed to invest and paid the R100k over to have 30% shares in the CC whereas the other two members (J & R) hold 35% each. During this time I also bought a distribution agency for my wife and paid over R85k where they (J & R) would set up the business in the Garden Route as we were relocating to there at the end of Feb'12. This was due to be up and ready for my wife on the 1 March'12 and so she duly resigned from her permanent employment. Initially, this was not the plan, she was going to stay on at her company until the end of 2012 which would give me time to build up our new business that I invested in for R100k. I might add that the two partners (J & R) guaranteed a monthly Nett profit of R12k per month which is why my wife resigned.

    After 2 weeks in the Garden Route, the 2 partners (J & R) had not set up the agency and were constantly making excuses to me, I have a dossier full of my communication via email requesting feedback and the status of the agency.

    In April'12 the 2 partners (J & R) dropped a bombshell by requesting a meeting with us and informed us that the agency was not going to work and that we should transfer the R85k into the manufacturing plant, reduce my shares to 25% and find a forth investor for R200k.

    Since we were now using our last bit of savings to survive, we reluctantly agreed hoping that the "new" plans would now make the restructured company money so that we could start earning a salary. In the mean time, my wife was now without work and income.

    The 2 partners (J & R) agreed to start paying a salary to me R15K from the end of April, pending the 4th partner coming on board. My wife spoke to my father in law and he agreed to become a 4th partner and invested R170k for 20% shares which the 2 partners (J & R) accepted.

    This was paid over into the bank account on 27Apr'12.

    From that day on-wards, I had numerous problems with the 2 partners (J & R), I kept asking for the copy of the registering of me as a member as I had signed the CK2 in January already and also wanted bank statements as well as a asset list of the CC. They kept informing that they were so busy that they would send it as soon as possible and a few days would pass and I would phone them or email them again for the requested information. This went on for weeks again with no improvement in communication from them to me as a partner and my father in law. At the beginning of June, My wife (holds proxy to act on behalf of my father in law) and I decided to go down to Cape Town and do a surprise visit to my partners and see what exactly was going on. We were stunned that the manufacturing plant was not even operational and the excuses flowed from them that they had just moved premises and that they could not take us to the old premises as they were working from home previously. As our time was limited, we again accepted their promise to forward the information we requested and that the business was in no danger of not making money. In the mean time we are using more of our savings to survive.

    2 weeks later after no contact again from the 2 partners (J & R), I contacted them and demanded we meet halfway to discuss the future of the company. They agreed and we meet halfway where the 2 partners discussed in front of us that the trust was broken and that they should rather terminate the partnership. We were shocked as we had now been using our savings for the last 5 months and knew that we would be sunk if this happened. On top of this, we had to learn that they took a R100K out of the business and divided it for themselves and they took salaries from the end of February 2012 already, whilst I received nothing. My wife and I tried to salvage the relationship by apologising for being so demanding etc, etc and ask that they forgive us and they accepted. Going away from that meeting, we were left speechless and intimidated by having to ask for forgiveness where we were in the right and that they could have the power to manipulate us.

    A few weeks later we discovered by accident whilst browsing the internet that they were now selling agencies in the Cape Town area, which was the very thing that they took away from my wife in Apr'12.

    To cut a long story short, the monthly salary to me was being paid less and less to me, my father in law to date has not received any form of cash for his investment as they now term him to be a silent partner and therefore does not qualify to get a monthly payout.

    In November, I took another surprise trip down to them and tried to get the financial information and bank access to the account and again it ended up in a huge resistance from them to provide the information. They had sold 5 agencies and a sum of R700k was paid over to them and was used for operational costs etc, etc.

    Now......, the CC has hardly any money in it, I still have no access to the bank account, have not received any money for months and facing eviction at the end of this month as we have no money since we exhausted all our funds by the end of December 2012. We had a lonely Christmas as we had no money and they (J & R) keep telling me that they don't have to pay me any salary if the CC is not making money. This was not what I invested in in the beginning where I would a monthly salary, quarterly dividends and have my investment paid back within 12 months. I am now bankrupt, and cannot even afford an attorney for legal advise to see if I can sue for damages and claim the losses that we have incurred as my family has nowhere to go owing to no money.

    My attempts to speak to the 2 partners (J & R) recently has been met with not taking my calls or responding to my emails. I am now desperate owing to no money.

    Please, is there someone out there that can help me to restore my dignity and fight the 2 partners for defrauding me from all our money. Is this possible or have I lost everything as a result of my trusting nature and so doing destroyed two family lives, whilst the 2 partners (J & R) get away with our hard earned money that built this company from nothing. When I recently managed to obtain the bank statements through fate, their was no money in the account from the beginning and the 2 partners (J & R) lived off our money until July, when the first agency was sold.

    I am on my knees and pleading for help and would be forever grateful if I can have someone help me to put these 2 partners (J & R) in their place.

    Sincerely
    Gavin

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    It took reading of the first few lines and one could see where this was heading. Simply put, you've been scammed. I think you do know that by now. It would be easy for me to say that you're wasting your time trying to get hold of these 2 guys to pay back any of your moneys.

    From reading it completely, this does not appear to be a civil matter. It appears to be one of those that you would have to report to the police. My sense is that you would not be the the first ones who would be approaching the police with this complaint.

    Gavin, let us see what other members have to offer in terms of advise

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    Thank you flaker, I was afraid that this was the case and I am so angry with myself for allowing them to string my family and father in law for so long. It has effectively destroyed our lives!

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    Hi Gavin,

    Sorry to here about your situation. Did you sign any agreements with them at all stating the items promised to you? i.e. shares in CC, salaries, dividends, etc...
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    Good evening and thank you for your empathy to my families situation.

    I signed a CK2 form in January 2012 to add me as a member and only received the amended founding statement late November 2012 for 30% shares in the CC. Salaries, quarterly dividends, access to the financials has been very challenging, I have repeatedly requested this since March 2012 and they continually come up with excuses and stalling me with, "Yes, we will do it, but we are just so busy now".

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    Diamond Member Blurock's Avatar
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    Gavin, you should report this to the commercial branch of the police as soon as possible. Obviously they are busy scamming other people as well.

    One should be very careful of investing in a business you do not know. The days of doing business on a handshake is unfortunately long gone.
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    Good morning Blurock, thank you for your feedback and advice. I obviously was too trusting!

    What charges would I be able to lay against them? Is it fraud or just simply stealing?

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    Gavin, unfortunately the devil is always in the detail.

    On the face of it, if you bought shares for R100k and your father in law for R175k, you actually did not invest in the cc; you paid J&R R100k for shares with a face value of R30.00. J&R can of course do what they wish with their profits on sale of members interest.

    This would be the case unless you had a loan agreement whereby the difference was a loan to the cc.

    It's difficult to give you advice without the detail, but sadly I believe the other commentators to be right.

    As regards your recourse; clearly the cc and J&R have assets. They also cannot hide behind the incorporation. If they are operating the cc's finances as if it is their own, then it will be regarded as their own. The only question is whether you and your father in law have the funds to sue. If there is clear fraud, then laying charges at the police is obviously free, but be aware that even if the amounts were tenfold, you are still looking at a very, very long wait.

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    Diamond Member Blurock's Avatar
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    Quote Originally Posted by Gav7341 View Post
    Good morning Blurock, thank you for your feedback and advice. I obviously was too trusting!

    What charges would I be able to lay against them? Is it fraud or just simply stealing?
    Misrepresentation and fraud. It is your duty to report this as other people are also being conned. Make sure that you speak to someone at the commercial branch as the charge office may not know how to handle such a case.

    You may also contact KPMG's Fraud Hotline or report it on line at https://www.surveys.kpmg.com/mmi/2wZTS4P/Link.html
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    Site Caretaker Dave A's Avatar
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    It certainly sounds like fraud.

    For starters I'd check the registration details out on CIPC to see what they have on record for the cc (use the enterprise enquiry box in the left hand menu). You'll need the registered name of the cc and its registration number. It should be a mine of useful information in this situation.

    Quote Originally Posted by Gav7341 View Post
    The 2 partners (J & R) agreed to start paying a salary to me R15K from the end of April, pending the 4th partner coming on board. My wife spoke to my father in law and he agreed to become a 4th partner and invested R170k for 20% shares which the 2 partners (J & R) accepted.

    This was paid over into the bank account on 27Apr'12.
    Out of idle interest, was this paid into the cc's bank account?
    The trouble with opportunity is it normally comes dressed up as work.

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