I have a strange situation with a client.
My client is the director and beneficial shareholder of a UK company. For some reason the legal shareholder and PSC shown on Companies House is someone else.
My client claims that the other guy is a nominee shareholder for my client.
The two of them have fallen out and my client now wants to liquidate the company.
The question is, can he do it without the agreement (without even telling him maybe) of the legal shareholder?
Replies (9)
Please login or register to join the discussion.
Stand clear and let the client do it on his own.
My guess is that there was nothing in writing to confirm the position.
If shareholder is just a nominee then Companies House will be disclosing the director as the controlling party?
If the director has not disclosed this correctly then might have difficulty in proving he is the beneficial owner.
Why would be my concern. Why this arrangement was entered into, what MLR implications might this arrangement have, who has been directing accountants, who appointed accountants, what MLR checks were done by accountants etc etc?
I’ve seen this a fair bit with both shadow directors and shadow shareholders, thankfully no fallouts yet but …
Unless your client can provide it’s a nominee shareholder (in the courts if required), then I don’t think he has much hope.
Can he just resign and see if CoHo do it for him?
When the client says he wants to liquidate the company are you referring to a formal liquidation process, or is that just the terminology he uses for dissolution?
If he does actually mean Liquidation, is this to be solvent or insolvent Liquidation?
Strange. Obviously PSC should still have been listed as your client (the Director) but I suspect he knows that and didn't want to disclose it for some reason, but most people wouldn't then list themselves as a director.
Is this a new client, or is this a longstanding client who has previously lied to you about what the arrangement was? If he'd previously lied I would say goodbye now, if he's new its likely that's what his previous accountant just did.