I have a client business registered in Guernsey that has decided to "re-register" in the UK, to be achieved by all the shareholders of the Guernsey company selling their shares to a UK new-co, in exchange for the exact same shares in the UK new-co (no cash involved). Can anyone advise how legally this transaction would need to be recorded? Will board minutes, share certificates, explanation in the new shareholders' agreement suffice, or is there something else required that I've missed?
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If there are no third parties involved it’s just a matter of share transfers and share issues and dealing with the related paperwork.
I would add however that what you describe is not something that will result in the Guernsey company re-registering in the UK. The new holding company will be registered in the UK, but the Guernsey subsidiary will still be registered in Guernsey.
Are they re-registering the Guernsey company in the UK (which I think is something that can be achieved legally, albeit at a cost) or are they setting up a new UK company to acquire the Guernsey company by way of a share for share exhange (which is what you describe), prior to a hive up of the business?
Bu, yes, there will be minutes and share certificates and 5h1t.