I have a client who is in the process of buying another company. I have been asked to handle the shareholder exchange and change of ownership with companies house. This is new to me, how do i go about this? Are there any other forms i need to consider for the transfer of companies?
Thanks
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The transfer of shares is nothing to do with Companies House as such. If it's a simple transfer nothing neeed to be filed at Companies House. You just need a share transfer form signed by the vendor, which may need to be stamped by HMRC depending on what the consideration is.
Share transfer formalities
This is how it used to be, as some of what I say below is not stated in johnroganjga's reply above, I might be out of date (or over complicating things):
Meeting of directors to approve the share transfer with signed minutes to evidence the sameMinutes approving the share transfer to be filed in company's minute bookA signed contractSurrender of old share certificates by old shareholders for cancellationEntries in the company's "Statutory Books" eg. register of transfers, register of members to reflect the shareholder changesIssue of new share certificates to new shareholdersIf necessary send off share transfer form(s) for stamping by HMRC and payment of stamp dutyMake sure annual accounts reflect upto date share holdings where necessaryEnsure that the next annual return to Companies House reflects the share transfers
So you will see that there's only one out of nine proceedures that involve Companies House, but several other what I regard as essential steps which can easily be overlooked when vague instructions are given.
When some of steps are overlooked there can be embarrasment. In the 1970's a colleague's client was a local councillor and shareholder in a building company. That councillor just happenned to sit on the planning committee but had not declared his interest (potential conflict of interest). A member of the local press arrived with his 5 pence fee to inspect the share register (which hadn't been written up so this had to be quickly written up whilst the press man was held in a waiting room).
Whilst query is re shareholding directors etc may need changed
Just a reminder that if your client is buying the company someone may also need to deal with appointment of new directors/secretary and possibly resignation/removal of previous directors/secretary.
These will need to be done via Companies House using I think forms 288a and 288b.
As DMGbus mentions above re the share transfers minuting such things is useful. (appointment of new directors etc then resignation of old directors etc).