Urgent Advice regarding CC member

[Gillian]

I'd guess either fear (of you - possibly guilt complex related)

I think its a fear knowing since this started the first thing I did was studying the Close Corporations Act (Pretending that I know everything) and they should have acted accordingly.

Thanks for the advice, I'm definately going to organise the next meeting at the house of the shareholder who started it all. Hopefully this works.

Another thing, I'm not able to get into contact with the other shareholder at all. His phone is of and basically he is nowhere to be found.
Obviously the other has to still meet with me regardless seeing that there is no response whatsoever?

According to the Close Corporations Act, I understood that if the other shareholder does not attend the meeting he then forfeit his vote?

Its a tough lesson to learn but now I know the secret of life is to appreciate the pleasure of being terribly, terribly deceived.

Thanks for all the help

[Martinco]

What about going the route via the auditor/accounting officer to set up a meeting between the parties. ( To discuss the financial statements )
Dave, you might know better but is there not some or other clause in the CC Act that stipulates such meetings and what the procedure is if a member/s is/are unwilling to attend a meeting ?

[Dave A]

Another thing, I'm not able to get into contact with the other shareholder at all. His phone is of and basically he is nowhere to be found.
Obviously the other has to still meet with me regardless seeing that there is no response whatsoever?

Just make sure notice of the meeting is delivered to the address of your missing member as per the cc documentation - and have proof of delivery just in case of a challenge later.

If you expect a serious challenge to any decisions taken in abstentia of one of the members, it's probably a good idea to have members interests or something similar on the agenda given in the notice too, although to avoid ducking and diving I wouldn't have it as the only item. Bit of a judgement call given the situation.

[Dave A]

2 quick thoughts

1. You only have to buy out one member to get control of the situation.

2. This is Africa - where it's easier to ask for forgiveness than to ask for permission.

[IanF]

Gillian
Have a look at this Getting to yes. This has worked for me.
The 4 steps:
Separate the people from the problem
Focus on interests, not positions
Invent options for mutual gain
Insist on using objective criteria

But read the article, the steps are hard especially if you have nice people to deal with. Take the emotion out, look for your walk away position. Don't lose your temper. Easier said than done but it works.

[BusFact]

All i want is to keep my business name. Nothing more.
For all i care take the profit and leave but now their mission is to either dissolve the business or liquidate it.

Why is so important to keep the business name? Surely the customers can be redirected to a new business quite easily?

[Gillian]

Why is so important to keep the business name? Surely the customers can be redirected to a new business quite easily?

You right. Decided to give up on the name, I'm just stubborn because of all the time wasted and having to give it up after all the effort

So be it.

[Gillian]

I have decided to start my own business. This whole going into business with other people, isn't working for me.

Not going to make them an offer and then they can take care of the paper trail from there.

Now I can at least get my share of the non-existing profit and
I'm pretty sure I will be able to get at least one Happy Meal from Mcdees.

Seems "sharing is caring" will not be one of my good traits anymore.

I know I am going to need even more help to get this off the ground but thanks to all whom already helped.


"Never attribute to malice what can be adequately explained by stupidity"

[BusFact]

You right. Decided to give up on the name, I'm just stubborn because of all the time wasted and having to give it up after all the effort

So be it.

On the face of it, I think thats a good decision. You're probably already feeling less stressed. But I'm still not sure why it was time wasted. I assume you found clients from your advertising and so have their contact details. It should be fairly easy to redirect them to your new business?

Not going to make them an offer and then they can take care of the paper trail from there.

I am wondering if it would not be better to resign as a member, otherwise you're still responsible for tax returns and annual returns. Make a clean break and don't have loose ends that come back to haunt you in a few years time.

Any other readers know about the pitfalls of resigning as a member or not resigning?

[Dave A]

It's hard to establish a successful business without burning your fingers a few times along the way.

Great attitude, Gillian - onward and upward

[Gillian]

I am wondering if it would not be better to resign as a member,

If I resign they will have ownership of all the graphic design work as well as all previous designs done for the company. I'm unhappy about that but if it would be a better option I will definitely do that.
It is just a great deal of designs that will be lost for my portfolio.

They are planning to deregister the company which mean I have no say in it because they will have majority vote?