Sale of Shareholding

[jpldavis]

Hi,

I've got what is, I'm sure, a very common question.

A few years ago a friend and I launched a limited company, and have since fallen out. I've resigned as a Director, as I no longer want to be associated with the company, but still have a 40% shareholding.

I've offered the other shareholders the chance to buy me out, and none of them are interested, so I want to know if I'm now free to offer these shares to third parties?

I know of a number of interested parties (some of whom are competitors to this firm) so if I sold my shares to these competitors, would the former company be able to block this transaction?

The company is valued at very little, but the other directors wish to continue in business.

And, there is no shareholders agreement or article of association, so far as I know, in existence to govern the process here.

Am I able to sell these shares now that the other shareholders have declined to buy them from me, and how would I find out if, in fact, there is an agreement or articles in place (given that communication between myself and the company has broken down entirely)

Thanks

[LimeLegal]

There will be a memorandum of articles of association from the registration of the company. You need to check with that and take some legal advice on your options. It is normal and beneficial to formally offer a time bound request for the other shareholders to purchase the shares before proceeding with any sale.

There will of course be limits in interest in your shares where the majority shareholders are indifferent to the sale of your 40%, it does not bode well for growth of investment.