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Business Dispute with PTE LTD Businss Partner - Advice Req

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Business Dispute with PTE LTD Businss Partner - Advice Req

Postby bullfrog2013 » Sat, 13 Apr 2013 1:39 pm

Dear all,

I have looked around on many forums and this would appear to have the best informed and highly useful advice. If I may ask someone to help me it would be greatly appreciated in regards to a delicate predicament

I entered into a PTE Ltd partnership with person X which was a 50/50 partnership whereby we are both equal shareholders and Directors. There is no shareholders agreement signed/agreed by both parties, and no employment contract signed/agreed also.

In year 1 and 2 they hardly contributed any revenue to the business; I am making the assumption that because I was foolish enough not to have a shareholders agreement in place or an employment contract, I have no case, whilst they are an equal shareholder.

Furthermore they have then brought accusations to my door, of bringing the companies name into disrepute, as well as direct allegations that I have brought their character into question. In summary, they are using these reasons to try and push me out of the company and even threatened to contact the MOM to cancel my EP!

From what I understand, they can’t do this, and would have to prove these claims for a start, in any case we are equal partners/shareholders/Directors. I understand my choices are to amicably ask him to remove themselves from the company whereby we come to some financial agreement, or 2) we could end up having a very expensive and lengthy legal process whereby, the company would be dissolved and assets would be split 50/50 if any, and even perhaps put a black mark against us both setting up a future business in Singapore

Whilst going through this process I am also looking to put measures in place to safeguard revenue in the business, so in the case of dissolution, I will not be liable for 50% of any monies they may have removed in advance such as unpaid bills, corporation tax, owed by them or their contribution.

What would be greatly appreciated from anyone who has the time to read this and respond, is any views on the points I have raised above, but also any recommendations regarding legal proceedings I should undertake as well as any recommendations of any legal firms / or specific lawyers in Singapore worth speaking to regarding this matter.

Thank you to anyone to reads this and responds.

Kind Regards

User avatar
Strong Eagle
Posts: 11249
Joined: Sat, 10 Jul 2004
Location: Off The Red Dot

Postby Strong Eagle » Tue, 16 Apr 2013 6:41 am

Please don't confuse shareholders and employees... they are two completely separate legal entities. You are not partners in any legal sense of the word.

What do you mean, "In year 1 and 2 they hardly contributed any revenue to the business"? Did you two set up a company with the idea that each of you would earn income from consulting work, then split the income minus expenses equally?

In the absence of any agreements, how are each of you paid? Equally? As a percentage of what you actually earned? Are you taking share dividends?

When you say you want to "safeguard revenue in the business", what do you mean? Are you the one earning all the money for the company?

You said you each own 50 percent of the shares. Have both of you paid up all the capital for the shares in equal amounts?

What assets do you actually have, that is, how many dollars are at stake? How much liabilities do you owe and to whom?

Answer these questions and I'll see what I can do in terms of a response.

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