Company Transfer

[whitedoorbrands]

Hi all,

Need a bit of advice.

I have a limited company in e-commerce that has been trading for 7 months. I am the sole director and would like to transfer the company to another person.

The existing trade, stock and assets would be like to transferred over to a new limited company and the profits over the past 7 months would be divided 50/50 with the other person.

From what I have seen, would need the following:

Share transfer form.
Change of registered address form
Appoint the other person as new director (I believe is AP01)
Resign myself as the current director (TM01I believe)

What else would be needed?

Many Thanks

 

[Scalloway]

I am not sure what you want to do here. Sell your shares in the company or just sell the stock and assets of the company?

 

[whitedoorbrands]

Firstly, transfer the shares (ownership) of the current limited company to another person (a friend that I've helped get an online business up and going) for them to carry on as in the direction they would like.

Secondly, transfer the assets and stock from the current limited company to a new limited company for myself to run.

 

[Scalloway]

You would need to have minutes of the meetings approving the changes. I would get the old company to invoice the new company for the stock and assets transferred.

 

[jpopat]

If you still retain control of the assets and stocks from the existing company, will they still have a business to run if it has no resources?

 

[whitedoorbrands]

Yes we have the meeting minutes and all agreements for the transfer.

Sorry if this seems like a silly question, In terms of accounts, the company has been trading for 7 months, do I need to get the accounts done, then transfer ownership?

 

[Scalloway]

If you are planning to share profits for the first 7 months with the new owner you would need to do accounts for that period. This would not be a formal submission to Companies House, just a set of figures from your records and agreed by you both.

 

[whitedoorbrands]

So, it would be up to the new owners to submit the accounts including the period of time they were not the owners?

 

[Scalloway]

Yes it is up to the directors at the time submission is due to submit them. The company has its own life independent of the shareholders and directors.

 

[Socio South West]

There may be good reason for doing this the way you have outlined above, but have you considered the sale of assets and goodwill that Scalloway mentioned above?

A goodwill and asset sale might be quicker and less statutory. Essentially the other party forms a separate company.... Your company then sells him all the assets, goodwill, trading style, etc.... You then are left with effectively a shell company which you get all the accounts etc sorted, and can then do what you wish with the company.
The share of profits agreed can be worked into the purchase price of the goodwill and assets.
This route divorces you from the business more completely and quickly if that is what you wish.

 

[whitedoorbrands]

That sounds like what I am after, how would you go about that route in terms of money if you owned both companies?