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Dissolving a LLP but shareholders are MIA on deliberate

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Dissolving a LLP but shareholders are MIA on deliberate

Post by wintermelon » Wed, 15 Apr 2020 10:43 pm

Long story short, in 2018 one of my partners backed out in our LLP and I had to look for other partners to continue business operations.

This business is event and design related. Formally entered an agreement between myself (52% shares) and 3 other guys (16% each, total 48% shares). These 3 guys were also running other main businesses. Their role in this agreement? Provide a space for this business and manpower to run the operation. My role, to provide designs and technical know how from end to end to run this business.

To sum it up, these 3 didn't fulfill their duties, basically shaking leg through this while. I have been running this LLP by myself from sales, online queries, logistics, delivery. They merely provided a space, and hired 2 staffs which did not last for a couple of months for both runs. Did I mention these 2 staffs were hired under their main business? Technically only helping our LLP part time.

Angered, decided to part ways with them. After much drama, they finally decided to pull out from the business.

Last minute, drama again. One of the 3 fellas insisted that the designs (intellectual property) done by the 2 staffs should remain with him. Extremely confused. Isn't those designs part of company's proprietary property and it should not be taken without consent? :???: :???: :???:

Anyway, that's not the main point. Main point was after this crazy fella made a din, he went on full MIA mode.

I could only helplessly watch them play me out like this. There's no clear exit clause of this partnership and I blame myself for that. ](*,) ](*,) ](*,) Now, all 3 fellas are not picking up my calls and replying my messages.

They also changed the lock to the office space where our business was previously conducted. All my stocks and company equipment is within. Is it right that they are denying me, as a major shareholder, to not carry out the business and locking me out? :x :x :x

I am at a lost now. Sueing them may not be the most practical solution as this is not a big business. Lawfully and legally what can I do?

*PS : oh did i also mentioned that they falsely represent our LLP as partners and part of their other main business? I did not agree to that and it violates the terms and condition too.

Myasis Dragon
Posts: 533
Joined: Wed, 05 Feb 2020 7:13 am
Answers: 23

Re: Dissolving a LLP but shareholders are MIA on deliberate

Post by Myasis Dragon » Thu, 16 Apr 2020 1:53 am

First of all, LLP's (limited liability partnerships) do not issue shares. So either you do not have an LLP or you do not have shares. If you are an LLP you cannot be a "major shareholder".

Point 2: If you are a private limited (pte ltd) and have issued shares, then shareholders don't have any direct supervisory powers over the company. It is the directors, and as a majority shareholder, you should be able to control all directorships.

Getting that point cleared up would be useful before proceeding with the rest of your questions.

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