Help To Remove A Shareholder And Director

[barbapapa]

Hi,

Hope this is in the correct forum.


We are a small company of 2 directors (person A and person B) and since few month we decided to break apart.

We would like to remove person A as director from the company and tranfer the share to person B.

Reading online, it seems there are several things to do and that removing a director is orthogonal to selling shares.

Could you let me know if we are missing something and help me fill out the details :

1) We can remove person A from the director online. Do we need some paper work too ? What about signatures? Is there anything else to do ?

2) We need to write a "stock transfer form" where person A sell/give the shares to person B
what exactly does this need to contains?

3) We need to create a "share certificate" for person B (only person B need to sign as a director since at that point person A would not be director anymore, right?)
I think this is optional, no ?

4) We need to send the info to Companies House though the SH04 form . Do we need to send a copy of the "stock transfer form" ?

5) Later when the account need to be done, we should update the info for Companies House online

Is there anything else ?

Do we need resolution and if so what the procedure ?

For those who wonder why we do not use an accountant and the reason is that we started without it since the company is not making any money yet but we would like to break apart as soon as possible so the situation is clear before the future.

We would also like to know how it works.

Thanks

Sincerely

Barba

 

[Newchodge]

When you say 'we' would like to remove person A, is the 'we' person A and person B? If not you have a problem.

 

[Newchodge]

Reading online, it seems there are several things to do and that removing a director is orthogonal to selling shares.

Removing a director and selling the ex-director's shares are completely separate unless there is a shareholders' agreement. I assume there is no shareholders' agreement.

 

[STDFR33]

If the person doesn't agree to sell their shares, then completing the form SH04 will not help you because you will have falsified the document.

 

[barbapapa]

Thank you for your replies.

We is A and B. There is no problem there. The question is purely technical and we would like help to make this properly.

 

[Newchodge]

A can resign as director. Notify Companies House. Then complete a stock transfer form etc etc. It is all administrative if you both agree.

 

[barbapapa]

Hi Newchodge thanks but administration is hard sometime. I outlined what we thought was necessary to do but we are not sure and would like to do according to the proper practice.

It seems person A can remove himself by doing it online. This we guess will be sufficient to notify Companies House.

What about share transfer?

There is no online option

Is SH04 + stock transfer form sufficient ?

Do we need to file the account early?

Is the share certificate necessary?

Any other thing to do ?


If someone could point us in the right direction it would be great.

Thanks

 

[Scalloway]

The form you need is not SH04, it is this one

http://www.companyregistrations.co.uk/files/Stock Transfer Form.pdf

 

[barbapapa]

Regarding the removal of a director, the online form does not seem to allow to enter a signature.

It seems anybody having access to the account can remove directors.

Is that upon confirming the removal, Companies House request a signed form to be sent?

Or is the case that it is the responsibility of the company to keep a record of the past director wish to resign ?

 

[barbapapa]

Hi Scalloway

Thanks for the template but SH04 is also needed to notify Companies House, no ?

 

[Scalloway]

Companies House are not interested in share transfers. It is up to the company to keep a register of shareholder and Persons with Significant Control (PSC) then report them each year in the Confirmation Statement.

 

[barbapapa]

ok. so what is SH04 for ? is it an optional step or is this form for something else ?
Could we still send this form ?
Regarding the confirmation statement, does it need to be done sooner or can we wait the deadline (in 7 months)

There seems to be different opinion what need to be done on the internet. It is confusing

 

[Scalloway]

It appears to me that the SH04 is for PLCs. I assume your company is not a PLC.

To find out about changing shareholder details scroll down to Shareholders on this link. I presume you have the authentication password from Companies House that allows you to file documents for the company.

https://ewf.companieshouse.gov.uk/help/en/stdwf/faqHelp.html

 

[barbapapa]

Thanks Scalloway,

I found some useful resource at informdirect . co . uk /shares/transfer-shares-step-by-step-guide/

I think we have all the info now.