Share Transfer Validity

[Spensor85]

Hello,

I started a limited company 9 years ago on my own. Last year I had an investor come onboard for 50% shareholding. Shortly after rather than invest, the investor bullied me into signing over 80% of the company to them (30 additional shares out of the 100 total).

The share transfer form was not, and still 6 months later has not been filed with companies house. Companies House state that the share stock transfer forms must be filed with them in a reasonable timescale and must be done before the annual return.
In my case the annual return was completed 1 month after the share transfer had been carried out, yet the transfer form hasn't been filed with Companies House.
According to CH I am still 100% owner of the LTD.
As of today I resigned as my post as director and am worried about shareholder liability as I now have no control over the company yet still appear as 100% shareholder.
No other director has come forward so far, CH will eventually start the striking off process.

My question is;
Is the share transfer still valid if it hasn't actually been filed with CH?
If its not valid it seems to be I may still be the legal owner of the company.

I have asked CH this question and they don't know the answer. Nor can they tell me how long it will take for the company to be struck off.

Hoping one of you may be able to help out with some advise?
Thanks
David.

 

[RayLevy]

Hi Spensor

I don't have all the details necessary to properly advise you, but from what you have written, I can comment as follows:

There is no method of registration of a share transfer at Companies House. Share transfers take place by a 'Stock Transfer Form' which is signed by the seller. It is not filed at Companies House. The only way Companies House become aware of a transfer is when the new Annual Return form is filled in, and you write in details of the shareholdings at that point. (If you want to record a share transfer without having to wait for the Annual Return to come around, you can ask CH for an early Annual Return).

Ownership transfers at the date of the Stock Transfer Form (STF), not the date it is registered at Companies House. Even if there is a long delay before CH become aware of the transfer (or CH never become aware of a transfer), it does not change the actual date of transfer of ownership, which is the date stated on the STF.

There are no liabilities by being a shareholder. Only directors have potential liabilities if they act incorrectly (eg trading whilst insolvent). Shareholders don't have to worry. If CH strike off the company from the register there is no liability to a shareholder.

If you need further, specific assistance, feel free to get in touch.

Best wishes,
Ray

 

[Spensor85]

Hi Ray,
Thanks for your response.

If the Annual return at CH has been filled but the share ownership was left the same does that have any effect on the transfer / validity at all?

 

[RayLevy]

No, it has no effect on the transfer, or its validity. It simply means that the CH form hasn't been filled in correctly (which wouldn't be the first time, by a long chalk).