Limited Company, change of ownership help

[Nobbie]

We are a Ltd Co. with a profitable 1 years' trading. We have a "word-of-mouth" 50/50 share agreement in the Company. My partner has invested a small amount of money into the Company, I have not invested any. I do not know the share issue. My partner has and works totally with his other Company. He now wants to pull out. My question - I do not think he wants the money invested returned but is it a straight-forward issue by transfering the Ltd. Company over to me without me purchasing his shares? Would there be any other problems he or I should be aware of?
Any help would be appreciated!

[consultant]

If you do not own all of the shares, you do not own the company!

Speak to an accountant, as there are several things to take into considertion!

[Mattonella Tile Studio]

What do you call a 'word of mouth' share agreement? The register of shareholders should show who owns what shares.

[Nobbie]

Thanks for coming back to me. Yes my partner owns the Company & all the shares and he is going to offer the Company to me without any investment from me. My "word-of-mouth" comment was he stated, without any agreement being signed, that we would have a 50/50 share in the Company. I am fully aware that this is not legal. My query was, can he transfer the Company over to me withou any money changing hands, if he so wishes, and would there be any legal or business problems if he did?

[Mattonella Tile Studio]

I think I understand now. Legally I can't see any problem with him transferring all of his shares over to you. There may be some tax implications; best to check with accountant over the best way to transfer.

[Jenni@FarrantFrost]

Yes you can transfer shares without actually paying each other, but I would get it drawn up legally.
There may be some tax implications even if you don't pay any money depending on the value of the shares - talk it through with your accountant.

[Nobbie]

Many thanks everyone for your kind help

[mahutchinson]

He can transfer the shares as a gift to you for no consideration. You will also not need to have the transfer form stamped in this case. Note there is a new form of transfer with a new certificate on the back from March this year you should use. There will be CGT implications depending on the company's value if you come to sell on.

[Nobbie]

Many thanks for your help.