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Transfer of a company and issues of shares

M owns 100% of F Ltd and 100% of O Ltd.

M wants to move F Ltd so it is wholly owned by O Ltd. M also wants to issue shares to P and to T so that the ownership of O Ltd is M 34%, P 33% and T 33%.

Neither F Ltd nor O Ltd have ever traded, they have no value in them and neither is more than 18 months old.

Is there a better order for these transactions?

i.e transfer the shares of F Ltd to O Ltd and then issue new shares in O Ltd or

issue new shares in O Ltd and then bring in F Ltd as a wholly owned subsidiary?

Anythin else to watch out for?


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