Changing name of Ltd Co to get rid of liabilities?

tire1

Free Member
Apr 21, 2012
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0
hello,
I have identified a company for sale. It is CQC registered and I wish to buy it for its registration with the local council. Due to the risk involved in buying a Ltd company, I am advised to buy it's assets only. My local council can accept the change of name of the company and will keep the registration.

my question to you guys is: can I get rid of the company's liabilities and risks associated by changing the name of the company. If not, what i's the best way to buy the company without buying guide it's risks?

the company is priced only £100,000. Is there any expert available on this forum to advice?
 

Bob

Free Member
Jul 24, 2009
3,673
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Please tell me that you have engaged an accountant and a lawyer to advise and act for you. You appear to be rushing into this taking into account your other post. You will need to undertake some due diligence checks and to work out whether it will be best for you to purchase the assets or the company shares and you will need to agree this with the vendor. Changing the company name will not affect in any way that company's liability. A company is identified by its company registration number and that will not change when the name changes
 
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Clinton

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  • Business Listing
    Jan 17, 2010
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    As the previous posters have said, the liabilities are attached to the company so it doesn't matter if you change the company name, the company is still liable.

    There is no way to "just get rid of the liabilities". Period.

    I've advised numerous business owners on the sale of their businesses and have bought and sold several businesses in my own name. If you're looking to make an acquisition of the Ltd company, rather than the assets, there is no option but to conduct a complete due diligence. You will find liabilities that are uncovered during DD that weren't known before - it's not all in the Balance Sheet and records! Buy the shares and you will find probably find in due course that you've taken on more liability than you had at first assumed.

    You can sometimes transfer the liabilities out of the company with the cooperation of the current owners. In one case I dealt with the company owed a large sum of money to a supplier and that liability needed to be transferred. We negotiated a deal with that supplier to transfer the debt to one of the directors who was willing to put his house up as security. The supplier made a little extra money on the deal - that was the sweetener we had to concede. The director had a charge on his house for a few weeks. Part of the proceeds from the sale of the company were then used by that director to pay off the supplier.

    It sounds a lot simpler than it really is! I promise you, that's not simple to pull off. Send me a PM if you wish to have a quick chat or need an introduction or two to the right type of expertise.
     
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    For someone willing to part with approx. £100k, you are extremely naïve.

    First of all, you need professional advice from both a lawyer and an accountant. Relying on an internet forum alone for a £100k purchase is stupid and negligent.

    If the company you are buying is selling it’s shares for £100k then surely the valuation of £100k has already taken into account that it has liabilities?

    If you are buying the assets of the company, the liabilities are non-point.

    From your post it is not entirely clear what you are purchasing, and you don’t seem to understand the implications of buying shares vs buying assets. Just another reason why you need paid for, professional help.
     
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