Opressed shareholder seeking opinions or advice

DEFENDANT

In 2005 I was invited by 3 UK residents and directors to invest in the expansion of their UK construction equipment rental business with the intention of extending it into Ireland.
A verbal agreement was made that each of the 5 directors involved, contributed £50K stg as a loan to the company.
The criteria for my acceptance was, that I was an Irish resident, I made a €75K(equivalent of £50 stg) investment input as a directors loan and agreed to work as an employee with my engineering background and skills.
In May of 2005 the Irish company was registered with the CRO in Dublin by one of the UK party who appointed himself as secretary and using the UK business name and listing all five as directors.

The Investment share input was made by instalments and within the first year the Irish resident directors contributed €75K each and the 3 UK directors made contributions each of €23K, €23K and €43K, their short coming made up with the transfer of assts/stock in the form of used equipment and supplies (some still under finance) from the UK company into the Irish company.
The business infrastructure of the established UK Company was also made available, i.e. the services of the UK accountant and other management expertise, company logo, business model, identical website and business culture was shared.
Objections by the Irish contingent were overruled by the UK majority.

The first 3 months of my efforts in setting up the business went unpaid. And later on to take a salary reduction in order to improve the cash flow situation.

In June of 2008 the effects of the failing economy became apparent and in order to service the bank loans it was suggested that the stock and assets be transferred to the UK fleet to generate revenue.
By Aug 2008 most of the assets and all administration documentation were transferred to the UK and the business premise’s in Ireland was totally vacated. Any remaining assets and stock were stored on the property of my brother, rent free, which arrangement was negotiated by myself.

From this point all employees including myself were issued their P45’s and there was little or no disclosure of business affairs from that moment on, never the less I continued to collect debts and service existing contracts from my home on behalf of the company without salary and at my own expense.

By Nov 2008 it was stated by the UK group that the loans and debts could, no longer be serviced by the UK.
The revenue sheriff visited the vacant business premises, searching for company assets to cover unpaid VAT. At this point the 2 Irish Directors resigned for fear of being held personally liable and since we had no access to accounts or decisions in running affairs.

By using the resources of the UK Company it was decided solely by the UK contingent to liquidate all the assets to settle debts of the Irish company, a loan with a Personal Guarantee of one of the UK directors being given priority. Arrangements were made with the Revenue Dept’ to settle unpaid VAT ’.

Presently I have no information regarding the location of the assets, the revenue raised through disposal of assets and the discharge of the debts of the company despite repeated requests for a current statement of assets and liabilities.

As an ex-employee of the company I have lodged a redundancy claim with the Employment Appeals Tribunal, which may be futile since very few assets remain in the country.
They have counteracted through a solicitors letter, threatening court action and claiming I have misappropriated funds raised by the sale of a ’02 delivery van (suggested and instructed by them) the said funds were used to cover costs of collecting debts and servicing on going contracts.

I am looking for sound advice in how to deal with this situation.
Presently I am unwaged and without resources.
Do I have any recourse or what is my legal stand point at this time.
Regards
Former Director/Employee and 20% Shareholder.

maxwell smart

Stupid Question maybe, but have you spoken to a solicitor?

Thats an interesting scenario you have got into there OP.

Looks like you were a bit soft and trusting in the beginning ( I have made the same mistakes myself)

Have you any contracts in place? minutes from board meetings? anything that will give you a legal basis?

Have the UK directors broken any laws? acted unethically?

Do they have any sort of profile in the community or media?

If none of the above, you might need to consider cutting the chord completely, and take it as a lesson learned and be sure to dot your i's and cross your t's the next time and protect yourself via contract.
It doesnt sound like a business that could make money over the next 2-3 years due to the construction industry, so there seems little for you to go for. I dont know the ins and outs of claiming a redundancy package etc, but I do know that if the defendants have the money they can make something like that go on for a very long time costing you legal fees etc. Might not be worth the hassle