Legal Question in Business Law in United Kingdom

Re: Business

Assuming that there is no provision in your articles of association (this should be checked by reading them)or in a shareholders agreement about the shares, the only option to avoid a winding up, would be to seek a court order under s 459 of the Companies Act that your partner sell his shares to you. In order to obtain such an order yoou would have to demonstrate that he had engaged in conduct unfairly prejudicial to you. A details factual analysys about the history of the business and his behaviour would need to be takem to advise if this is possible. You should make a formal offer to purchase the shares in any event either at a fixed price or subject to valuation. Your Co Shareholder may not apprecriate that there could be some significant tax disadvantages of winding up as opposed to him selling to you.

The approach to the property will depend how it is legally held by you as there is some scope under Trust legislation for a transfer to be to one beneficial owner by the others to be ordered but it is fairly limited. your best option may only be to delay a sale.