Can I close a company, then set up again under the same name?

[KieranS]

The back story to this is painful! We started the business a few months ago and one of the directors fell silent, I knew they were receiving comms but they declined to do anything at all. I dont think he was making a concerted effort to be annoying, but he was not replying to any messages what so ever.

I decided that it was best if he left the business and I, rightly or wrongly (probably wrongly I know) removed him as a director, I did give him ample warning and time to respond before I went ahead and did this. We recently brought on a new director and I would like for the former directors shares to be transferred to the new director.

For this to happen I think you need to use a stock transfer form, the old director (who technically still has a 50% stake) has not returned the forms despite my repeated requests, I filled out most of the forms and sent a return envelope.

I assume there is nothing I can really do now?

No... As I quite like our companies web domain I am questioning if it might be worth dissolving the company, so the new director and I would resign. As the company would be classed as dissolved (??) could I then set up a new company straight away under the same name, but obviously without our old director as a shareholder?

Basically I am new to this, what are my options please?
Thanks in advance.​

 

[john1989]

You can't just deprive a shareholder of their shares because you no longer get along.

If you dissolve the original company to set up another company doing the same thing, you are treading on dangerous ground.

You need some structured legal advice.

UKBF has a resident expert in boardroom disputes; @The Resolver

 

[KieranS]

It is a horrible situation really. I haven't heard from this other guy in ages (though I know he is aware of the issues that presents) so I do not really know what I can do. I'm 17 and knew starting a business wouldn't be a walk in the park, but I didn't expect to have to be spending most of my time trying to sort something like this (not really business related) out.

Thanks for your reply

I know this has no legal relevance, but... In my defense the company is not trading, we have no assets or liabilities. I devised all of the intellectual property (logo, name etc) and this is all in writing.

 

[Chris Ashdown]

He owns whatever proportion of the shares he has in the company and has legal rights which depend on the percentage, by law you cannot just stop him from being a director there are certain things you must do first

You need to really read up on company law before you find yourself in a mess,There are also rules about dissolving a company and competing with your old company

Can you be a director at 17 I thought it was 18 mut could easily be wrong on that

 

[john1989]

You can be a director at 16 and there is no minimum age to be a company secretary or shareholder.

 

[KieranS]

Hi Chris,

I think your reply could actually be my saving grace. Since ex-director was cut off we have completely changed our minds on what we want to do, and nothing related to the new plans have been discussed under the company 'banner' if you will, the discussions have all been in private. Thus if we were to dissolve and re-establish we wouldn't be competing anyway.

_________

Does a dissolved company name become immediately available?

 

[KieranS]

Hi Chris,

I think your reply could actually be my saving grace. Since ex-director was cut off we have completely changed our minds on what we want to do, and nothing related to the new plans have been discussed under the company 'banner' if you will, the discussions have all been in private. Thus if we were to dissolve and re-establish we wouldn't be competing anyway.

_________

Does a dissolved company name become immediately available?

Appears not
If nobody objects, the company will be struck off the register once the 3 months mentioned in the notice has passed.

 

[Chris Ashdown]

What percentage of the shares does the missing person own

What procedure did you follow when you say you removed himas a director

Who invested any money in the company and how much

 

[KieranS]

Hi Chris, thanks again for your constructive comments. I did not follow the correct procedure at all to be honest, but he won't do anything about it and nothing more shall be said about it!

100 shares were created, the company is worth nothing and no money was invested. Though I think it has a value of £1 or something. The missing person owns 50 shares (so half the company), and missing is a very appropriate word!

I think I have resigned myself to the idea that we will have to dissolve this one and start over. I know this seems ridiculous, and I really do think it is, but if this other director won't return the share transfer forms there is nothing I can do.

 

[TODonnell]

I wonder if readers are overthinking this.

It sounds like the company is small and has few, if any, assets. KieranS could just probably just dissolve the company anyway if the problem director/shareholder is tuned-out and doesn't object.

Or just walk away and set up a similar company.

People get interested if there's money to be had. Doesn't sound like there is.

This is the key statement:

... I know this has no legal relevance, but... In my defense the company is not trading, we have no assets or liabilities. I devised all of the intellectual property (logo, name etc) and this is all in writing.

If the company has a nice name, it's a pity to lose it but it's half-owned by zombie, so you can't do anything substantial with it. He might come-to and start making demands.

Note: I am not a lawyer.

 

[TMGG]

Did you pay for the domain? If so, I'd just start again. The company doesn't own it.

 

[Peter Durrant]

Just restart, get a new name, and you can begin to look past the painful history which the former name evokes