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Some advice please about our company restructure.

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webit

webit

Free Member
Jul 13, 2005
1,124
7
Brighton, UK
Folks. A bit of advice please. I just want to make sure I’m not missing anything and apologies if I sound vague on any of the points.

My business partner is stepping down and will no longer be involved in the company (Webitnet Ltd – company reg: 053 141 91)

The current division within the company is currently me as CEO and my partner as Company Secretary, both of us as directors with 50% share equity (1000 ordinary shares between us).

What will happen is my wife will take over this role as Secretary in name (with me doing the work) and a division of equity between us in my favour. The leaving partner will have no further interest or equity in the company.

I’m returning form 288b (Terminating appointment as director or Secretary) and 288a for the appointment of my wife (Registered post)

Will this take care of the current split of shares and is there anything else I should do, look for.

Thanks
DC
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You also need to go through the procedure for the transfer of shares.

Check your Articles and any shareholder agreements for any restrictions or conditions of transfer. The seller then has to complete his section of a share transfer form. He then gives the completed form and the share certificate to the new owner. The new owner completes her section, arranges for any stamp duty to be paid, and presents it with the old share certificate to the board, ie you. You then authorise the cancellation of the old share certificate and the issue of a new one. You’ll need to record the change in the register of members.

If the shares have value there might be capital gains tax issues, especially if the shares are gifted so it’s worth speaking to your accountant about this.

Regards

Joy
 
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From a legal perspective you might want to consider an agreement following the termination of directorship/shareholding which disallows the leaving Director/shareholder to make any claims. A letter would normally suffice in simple cases.

Jonathan
 
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Thanks for this - I'll talk to my accountant.

Joy - Where can I find an example of this form?
Jonathan do you have a stock letter that covers this?

DC
 
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I dont have a stock letter but this can be easily drafted. It is basically a letter from the leaving Director confirming his resignation, date of leaving and a further confirmation that he will not make any claims, nor have any further interest in the company, whether in profit or not at any time in the future. If the Director is also a shareholder then you also need confirm in writing that he also wish to release his shares, otherwise you will find he is not a Director but remains a Shareholder.

It is not always adequate to rely on the 288b because this is a document for CH merely to inform them that a Director should be terminated from their records.

You can contact me direct at the email address below and I would be happy to give you further guidance.

Jonathan
 
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