Splitting A LTD Company

Hi there,
I am totally new to this so please bear with me and I will try and make this as short and uncomplicated as possible.
My business partner and I have run a Limited double Glazing for approx 12 years but now it's time to go our seperate ways.
We were originaly going to just close the business and go our seperate ways which would have been simple, however he has just announced to me that he wants to keep the business and buy me out, or me to be a share holder ( which I don't want )
I don't have a problem with selling my half as such but he says I cannot keep my Mobile number and business landline number either which I have had for 12 years and which is also my personal Mob number.

My Q's are:
1: If he buys my share what is he entitled too ? Ie: My phone numbers (land & mob ) - My e mail address - My Computer - My customers files

2: Can he stop me from re advertising and fitting windows under another name in a certain mile radius of where he lives

3: Can I mail shot all my records of customers to tell them I am starting up on my own as a sole trader

4: How would we work out what my half is worth

Any help at all would be much appreciated as I have had the rug pulled from under me today so to speak as my new business is almost ready to go but now he has dropped this little bombshell.
I really thought we were just going to go our seperate ways but now he's talking of legal advice etc.

Many thanks
Paul

You need expert professional advise from a good accountant/solicitor on these issues before agreeing to a final resolution with your business partner. I have had a similar experience some years ago where a business partnership ended acrimonously and it created many subsequent difficulties. I will respond generally to your queries but regard this as general advice only.
1. When you say "My", I take it that all of these are owned personally by you and not the company. if the company pays for the mobile phone then that should be handed up. I'm sure an amicable arrangement can be agreed in respect of the phone number. Your home number is yours 7 there is no obvious reason why the company can have any claim on this. Customer files woulkd normally be company property and should be handed back. In any agreement where the company bought you out you would normally not be allowed to use this information to poach existing customers. Any asset belonging to the company should be returned unless part of the buy out agreement.
2. No he can't unless this was part of the buy-out agreement. Normally he would insist on some clause to stop you competing directly if he pays for your interest in the company.
3. Can't see how he would agree to this and also buy you out. However it depends on the terms of the buy-out agreement.
4. Very difficult to work out the value of a company. Estimates of 4 X average EBITDA for the past 3 years plus a share of unencumbered assets have been made. This is going to be the most difficult area to reach agreement. I left with nothing on the basis that all my loan guarantees were cancelled and I signed no competition agreement. Make sure that you are not personally liable in respect of any loans or leases after you leave the business.
Legal advise will cost a few bob but it is definitely worth it in the long term as otherwise major problems could arise.

I would strongly recommend that you find a mutually agreeable third party to facilitate an agreement for you - either your accountant or your solicitor. Or ask one of them to appoint someone to sort it out.

To sort out this issue, you are best advised engaging the services of a trained Arbitrator which should bring the fairest outcome. A professional arbitrator will lead the process from an impartial standpoint and guide the negotiations to a fruitful conclusion. Having a skillful negotiator on board who sets the ground rules, commands the respect of both parties, is a skilled communicator, and concludes a final settlement agreeable to both parties
is what you need here.

You may also need the services of a solicitor and accountant to advise on specific aspects of the "settlement" but in my experience these professions do not usually shine in the finer art of negotiations, diplomacy, interpersonal
relationships and brokering deals.

I don't disagree with any of whats been said, but would add that there is a tax aspect that should not be over-looked as well.

For what its worth, I deal with such cases all of the time and these do not seem to be that serious and could probably be resolved quickly and by agreement provided both parties engage.

Thank you very much for all your advice, I think it's going to be a bumpy ride but to be free of my business partner would be worth all the hassle this situation can throw at me.
Thanks again
Paul 7367