Need Advice on Problems in a Business

[hoot72]

Guys,

Not sure if anyone has some good sound legal advice.

My brother and me are at loggerheads; I have shares in a small jeans and fashion store in Perth that is making money but is being picked apart by his wife and its affecting our ability to apply for more bank facilities and we need more capital pumped in to be able to buy stocks for the coming festive season.

1) Our share's in the company are worth AUD$150,000.00 each.
2) Our annual profit from the company is AUD$85,000.00 per year
3) His wife, because they can't get along and are not on talking terms, come's into the store, and demands cash from the till and claims for items, travel and so forth that is not allowed by him as managing director. She passes the reciepts, the cashier gives her the money or she makes a huge amount of noise scaring away customers
4) She has taken, over the last 4 years, AUD$600,000.00 in cash from these claims without his approval.
5) She is entitled (as are we both) to AUD$2000.00 in director's fees, AUD$1000 credit card allowances and AUD$1000 in allowances for a car per month. Thats only about AUD$50K per year and over 4 years, thats AUD$200K each.

She has clearly taken more than she is entitled to and whenever he asks her officially and unofficially to stop, she tears the memo's to her in front of him or tells him to piss off.

She is clearly out to destroy the company and couldn't give a damn when I talk to her or try to convince her to stop it.

The banks want to know why we are paying out so much to her and affecting the books. Have asked him to make a police report or get legal advice on how to stop her but he keeps telling me he can't do anything as she is still a shareholder.

I don't know what the hell to do because its killing the business and its affecting the moral of the staff.

Is there any advice anyone can give from a legal stand point whereby we/i can apply to have her removed as a shareholder for abusing company rules or regulations because the amount of cash she has taken is substantially more than what her/our shares are worth?

I am really at an end as far as what to do as I depend on the director fee's to help pay our home loan and part of me and my wife's car loan and the business will probably need to be sold if we don't get this stopped (her taking cash).