Stockholder and Employee (my signed contract)

Dear Atty:

Last year po, three of us (my co-employees / friends) approached the president of our competitor company to propose a business plan. Our plan before was to put our own company and make the said president to be our financier and we will get all the products we will sell from his current company. Instead of agreeing on our proposal, the said president po ay nagtayo ng another company na kaming tatlo ang magpapatakbo. May sweldo po kami and ginawa rin nya kaming tatlo as stockholders of this new company but the majority of the board members are his family members and relatives. Parang lumabas lang na dummy kami. Kami pong tatlo ang nagstart at halos nagpatatakbo sa company na ito. Kami rin pong tatlo ang nag-contribute ng lahat ng benta. Nag-start po ang company sa zero pero right now meron na syang benta na around 11 million pesos from our efforts.

Ngayon po, medyo nagkakameron na kami ng conflict ng president and ng asawa nya. Ang tanong ko lang po ay just in case he decides to terminate us as employees or three of us decides to leave this company, do we have the right po ba na kuhanin yung profit share namin sa company? Our names are written in the SEC Registration and we were given 2% share each. Nung nagmeeting po kami last September 2011, yung employment contract lang po ang binigay sa amin ng president and he never discussed the profit sharing matters.

Thanks po.

being a stockholder gives you separate rights from being an employee. it doesn't automatically entitle you to profits unless the board of directors issue a resolution declaring dividends.

so meaning attorney, we have no clear directions pala that we will get any profit sharing since we haven't discussed any resolutions yet? How about the thing that they used our names? Is it legal and what benefits we will get by allowing them to use our names as stockholders? The fact that they used our names, we will also be liable siguro for whatever lapses the company will have but in terms of proficts, wala pala kami makukuha? What is the best way to ask the president about this? We plan to ask this sa kanya but we're not yet sure how we will start it.

Thanks.

i would believe that you signed the articles and by laws without duress. you still own your 2%.

write a courteous letter

Thanks attorney. Will consider your advise and I will tell my colleagues to do it also.