Hi,

I am a director of a small consultancy practice and recently purchased additional shares from the Managing Director who was retiring. I increased my shareholding from 40% to 55% with the intention of holding the majority. The former Managing Director still holds a 40% shareholding and another director holds 5%.

The former Managing Director (from whom I bought the shares) resigned from the company due to health issues, but was retained as a sub-consultant for his specialisms and to advise the board.

When I purchased the shares I did so on the agreement that I would pay for them over a period of 3 years and that I would receive the benefit of the shares.

About four weeks weeks has gone by and it has become apparent that the former managing director doesn't like some of the decisions the board has made (probably because they affect him) and he is now claiming that he still owns 55% and therefore board decisions cannot be carried without his approval. He is now saying that I don't own the shares until I have paid for them in full. I have been making the monthly payments as agreed and therefore I believe the contract is binding however the written agreement is not clear as to when the ownership of the shares is transferred to me. It was verbally agreed that I would receive the benefit of the shares from the start.

I'm not sure if the forms ever went off to companies house and I didn't keep a copy http://community.findlaw.co.uk/images/icons/icon9.png

Can anyone advise on the situation. Its having a severe impact on the direction myself and the other director wanted to take the company.

Thx

Martin Taft