Help with winding up a business

I am hoping that someone will be able to help me.  I am a relatively new sole accounting practitioner who normally takes on simple and straight forward accounts.  However I have a new client and would really appreciate some advice:

 

The limited business is a new shop that started trading in December 2011.  The old limited business is going through a voluntary wind-up process.  The old business had debts to HMRC and a loan outstanding.  It’s the usual scenario where ownership of one business has been taken on by a family member running the second business

 

The grocery store has continued to trade and a stock take took place between old/new trading days.  The old business had liabilities to suppliers of about £25k, however the stock take revealed a value of only £22k.  Suppliers did have the option to come and take there stock, but all opted to be paid by the new company.

 

My question is:  Is this allowed? Can the Director of the old company be selective with her Liabilities and transfer supplier liabilities to the new company and allow others to be lost in the old company?

 

If this is allowable:

 

Where can I find further reading on this?

 

What is the right way to process the accounts between companies to maximise profits in the new company?

 

How will this affect VAT that is due next month?

 

Any help gratefully received

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Nichola Ross Martin |
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