Hi Remco,
Firstly, thanks so much for your responses and your feedback. Appreciate it. I've responded here below.
About you and your plans:
Q. Which country are you currently in and do you plan on ever getting back to the EU?
A. I'm in Spain and plan to stay in Spain whilst remaining flexible with travels in order to start and finalize this process
Q. I read a lot of personal notes and feelings in between the lines, try to keep the it strictly business.
A. Thank you - absolutely right. Not always easy though.
To the directorship of the company:
Q. Are you the sole shareholder and the only statutory director?
A. Yes, I am the sole shareholder and the only statutory director.
The money transferred:
Q. How much money are we talking about?
A. Approx. EUR 45.000
Q. Did you receive the money on the company's bank account or on a personal bank account?
A. On the company's bank account.
Q. What did you do with the money you received and, what was the description thereof (i.e. investment, loan, etc.)? What did you do with the money?
A. It was used in order to further develop the software (90%) which was required in order to present to awaiting clients, for the branding (8%) and for attending a stand to present the software at large event (2%). All the investment was used inside the company, for the company and for its' growth.
Q. Has the investor undertaken any steps or reminders to claim the money back, and if yes, what did he do up till now?
A. Yes, 2 times a reminder email (3 and 4 years back). I replied providing solutions in terms of returning payments (by loans) from the company once we were able to generate the first incomes. Unfortunately, the person refused.
Q. It all sounds very much like an undue payment to me, am I correct (there was no legal ground on which the amount was due and/or payable to the company)?
A. Sorry, what do you mean by legal ground and undue payment? They initially invested cause a big investor would jump onboard and they could become CMO. The big investor backed out. And a few months later, that person wanted the money back and considered a loan.
5 hours ago, JdW2019 said:
- I can't close the BV until they agree to something (because eventhough a contract was not signed, our tax advisor has placed this transfer of money as a loan inside our financial accounting). Is this correct?
Q. No you can close down the company no matter the loans and contracts outstanding. This holds true for virtually every company in most countries in the world. Part of the contracts may become due and payable on your personal title, which might be undesirable, hence the questions above.
A. Do you mean that you can close down the company no matter the loans or you cannot? And in which circumstances does the contract become due and payable on personal title?
Q. The actions of your tax advisor sound correct, based on the (limited) information you provided.
A. What actions can be taken, if it is possible to close down the company?
The straightforward, easy solution (a solution you were probably not looking for):
Q. Can you organize the money and give it back (either based on fundamental beliefs or just to get out of this situation)? I understand that there are situations where this is not feasible, but can you imagine being on the other side of this deal?
A. Because I am someone with fundamental beliefs of gratefulness and appreciation for that investment, I had proposed to pay it back on personal title, when possible, and a part of the amount - as it is not realistic nor feasible to pay back fully. However, this offer was rejected. Due to this, I am now considering other options.
Q. Your post looks well prepared, so if and when you answer the questions above (which are specific), we can try to help you further.
A. Thank you Remco!