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Share transfer ...

... does the recipient have to know?

I know that this sounds like an illogically question, but ...

I have a new client (A) who is involved with a business partner (B) in a company that he wants to walk away from. They are the only 2 directors and each 50% shareholders. 

A wants to resign as a director, but also  transfer his shares to B, happy to do so at no cost. 

1. Fairly sure A can resign as a director without the B’s permission and just let B know after the fact. Or am I wrong?

2. A stock transfer form would only be completed by A, so does B even need to know? Can A just complete it and send it to the Registered Office (trading office) after the fact? As per above, I know that this sounds a stupid question, but does anyone know of and rule / legislation that dictates it as so?

 Thanks 

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21st Sep 2018 09:30

Is the company solvent and not have onerous liabilities If not A cannot just dump his responsibilities on B without B's agreement

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to bernard michael
21st Sep 2018 09:50

June 2017 accounts show +£16k reserves. Since then, A has left the running to B & become a silent partner.

As far as I'm aware, there's been no accounts prepared since. A just wants shot of it.

1. Sounds like he can resign without prior warning, in your opinion?
2. Any idea on the share transfer?

Thanks

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21st Sep 2018 09:53

A very interesting question. He could simply gift him these shares, so that he is holding as a nominee for the donee, but then if the purported donee finds out and isn't happy about that then he can simply tell the nominee donor that he is gifting them back to him (and all other purported gifts).

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25th Sep 2018 07:40

It's a "can" (legal) question and you should know better than to try to advise on such matters - and definitely know better than to rely on Aweb for your answer.

The only onesizefitsall answer there could be anyway is "no" - and maybe that's right, I don't know. My point is that companies (and their officers) are governed by their constitutions (Articles etc) as well as company law. Sometimes you have to have a bespoke answer.

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to Tax Dragon
25th Sep 2018 08:02

Fair comment & you’re right of course re reliance - I was looking for anyone’s experience (albeit didn’t ask that).

My bad.

Thanks TD.

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