Styre leder want to close down

[Vit]

Hei I have very import question. 

I have a bedrift  As together with friend. Things been up and down. So far I always tried to be optimistic and try to avoid misunderstanding. But now he started to say that he want to close down the business (and is going super good). But I don't want that I worked hard to reach that market spot . I feel like he want me out. So he said he could close if he want to, without asking me. He have the 53 and I have 46% of share , it is possible such things? 

[Llandari]

Closing down a business requires 2/3 of the votes of the board (styret). Since he only has 53%, he can't decide that on his own.

For reference: https://www.altinn.no/en/start-and-run-business/deregistration-closure-bankruptcyliquidation/Deregistration-and-closure/how-do-i-dissolve-and-delete-a-private-limited-company/

[nirolo]

Llandari skrev (1 time siden):

Closing down a business requires 2/3 of the votes of the board (styret). Since he only has 53%, he can't decide that on his own.

With 53% of the shares he can replace the entire board, then he'll have the 2/3 majority.

[NoBo]

nirolo skrev (16 minutter siden):

With 53% of the shares he can replace the entire board, then he'll have the 2/3 majority.

Sitat

2/3 eierandel

Aksjonær med mer enn 2/3 eierandel har bestemmende innflytelse på de fleste områder i selskapet. Man kan bl.a. vedta fusjoner, fisjoner, kapitalforhøyelser og kapitalnedsettelser, oppløsning av selskapet og endre vedtektene.

Kilde

 

Sitat

Lov om aksjeselskaper (aksjeloven)

Lov om aksjeselskaper (aksjeloven)

Kapittel 16. Oppløsning og avvikling

I. Oppløsning og avvikling etter beslutning av generalforsamlingen

§ 16-1.Beslutning om oppløsning

(1) Beslutning om å oppløse selskapet treffes av generalforsamlingen med flertall som for vedtektsendring når ikke noe annet er bestemt i lov. Kilde

 

Sitat

Hvordan endres vedtektene?
Aksjelovens hovedbestemmelse om vedtektsendringer fremgår av
lovens § 5-18. Vedtektsendringer skal foretas av generalforsamlingen. Det kreves både 2/3 flertall blant de avgitte stemmer, og av aksjekapitalen som er representert på generalforsamlingen

Kilde

(Dette er egentlig mat for jurist/advokat.)

My understanding of the above is that one needs 2/3 of the shares in order to be able to decide to seize all operations and shut down the business for good. OP should seek some legal advice. 

Is the company a ‘true’ Norwegian AS or a ‘NUF’ (Norsk Utenlandsk Foretak)?

[Vit]

It is As. 

What should be the smartest solution. 

Not quite sure what to do. 

I don't want to close down a business 

[Nedward]

Vit skrev (På 12.7.2022 den 13.04):

It is As. 

What should be the smartest solution. 

Not quite sure what to do. 

I don't want to close down a business 

Then ask to buy his share maybe?

[Vit]

Thank you for your kind help.

i had long journey since last year.The business it is AS open since 2014.

i think i started a business with twisted person.We went from "everything is good" back to 2022

to 2023 "we need to close down"this kind of twisted plot is going on for about 4 year now.

the sad part is that i love my business i put so much effort in to it  and also producing really nice and stady income.

so the last new is...

according to him we close down the business or you leave or you buy me out

but if i leave you have to change the name of the business.

do you have any advice ?

take care

[HW1]

I dont see you problem

Ask him how much money he wants for his share of the business.  pay him if the amount is fair 

I guess the business is using part of his name so he want it changed, changing a name is not to hard. 

 

[Vit]

yes i can do that.

but look like for him there is only two option.

or he get all the business or we close down.nothing between

he kind of eating my brain

 

[Gjest Slettet-x7D6du0Hjb]

Have you talked with a lawyer? Might be of some help. If you haven't yet most lawyers gives you a free hour to look at hour case if I'm not wrong. But of course there will be a price to get the help you need. 

Hope you find a solution to this.

But as i see it your option is to buy him out and change the name. A lawyer would be some help with this part so you don't get scammed by this person in contracts you sign. 

[FrihetensRegn]

Don't be stubborn. Buy him out, and change the name (especially if it has his real name in it) and move on.

[Deechon]

FrihetensRegn skrev (9 minutter siden):

Don't be stubborn. Buy him out, and change the name (especially if it has his real name in it) and move on.

This is the best answer tbh. Only exception is if the guy is asking for way too much money for his shares.

[Vit]

thank you to all for your advice.

i will keep you update .i hope i can fix this issue.

it is year of brain fight and stress