Limited company question?

hi.. I have a limited company with someone for a shop... I am a director and have 51% and he is company secretary with 49%... I just found out he is trying to sell his share and wanted to know if he can do this without my consent... Also can he refuse to sell it to me..? Can i change the bank account to another bank to stop him drawing from it without his signature..? Please help if you can... Thanks :-)

YOU CAN DO ANYTHING YOU LIKE YOU ARE THE CONTROLLING SHAREHOLDER you can inform the bank that no money can be withdrawn without your signature because you are a limited company you cannot change banks very easy a lot of paper work is involved. he can sell the share to anybody he wants but you know what the shares are worth why not prempt and askif you can buy them. if he does not want to sell to youthere is nothing you can do.
I cannot see anybody with a brain buying them without first consulting you, after all you may not want the prospective buyer as a partner and that is the stumbling block, if you dont like you dont have to accept another partner

try the companies house website
ww.companieshouse.gov.uk

http://www.newbizuk.com/Sub/HSB_The%20pr...

http://www.newbizuk.com/Sub/HSB_becoming...

Read both of these guides you might understand the legal issues.

When the company was formed you would have been issued with copies of Memorandum & Articles of Association (MAA). A copy of this is usually requested by HM Revenue & Customs and also the company bank. In the MAA it will tell you how shares must be sold. In most cases, companies are set up based on the sale of shares having to be offered first to other shareholders before they can be sold outside the company.

I suggest you check your MAA to see where you stand.

Anyone holding shares in a UK Limited Company has the right to dispose of them as they wish unless there is a shareholders agreement in place stipulating otherwise, which seems not to be the case. This agreement covers a range of partner style issues such as this. Have you asked why he wants to dispose of them? Have you asked to buy them from him? If so they need to be independantly valued othersire he can hold the business to ransome. There seems to be more to this than you have disclosed but shares are easy to give and not so easy to retrieve. There are some devious methods that could be employed but the best arrangement for you is to come to a satisfactory negotiation with the other party and sweep on.