Husband & wife company

Husband & wife company

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A trader decided to incorporate, with himself and his wife as 50:50 shareholders. The incorporation work was done by the wife, who is also the company secretary. Shares were mistakenly issued only to the husband and not to her.

It seems that it is not possible to apply to the Registrar of Companies to rectify an incorporation document in relation to shareholdings (The Registrar of Companies and Applications for Striking Off Regulations 2009 reg.4(3)). Would correcting the situation by share issue to the wife immediately after incorporation work for dividend splitting?

Many thanks for your valued views.

Replies (5)

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By MBK
19th Jan 2015 13:06

Yes it would work ...

... but it has to be based in fact. If the paperwork is only going to be done now (presumably some time after incorporation) there needs to be evidence that the husband (effectively) held some of the shares in trust for his wife in the intervening period.

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Euan's picture
By Euan MacLennan
19th Jan 2015 14:05

Or ...

As you say that shares (in the plural) were issued to the husband, he could transfer half of them now to his wife.  No re-writing history or construction of trusts.

Although I am not sure she deserves it as she is evidently incompetent as a company secretary!

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RLI
By lionofludesch
19th Jan 2015 14:11

Dividends

Have there been any dividends ?

If not - is there any reason to try to backdate the transfer/issue (whichever they decide on?

Who paid for the shares ? (Please don't say "nobody".....)

Agree with Euan about the Company Secretary.  How hard was this to get right ?

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By TerryD
19th Jan 2015 14:23

Quite right too. Tea must always take priority.

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RLI
By lionofludesch
19th Jan 2015 14:31

Multitasking is simultaneously cocking up two or more jobs.

I'm never sure why women seem to be so proud of being able to do it.

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