My new client bought a majority share (71%) in a limited company, which is dormant since incorporation, on the __ April 2020, the purchase was fully paid.
Within __ days, on the __ of May, the seller in cohort with the second and only shareholder (his daughter) transferred without my client knowledge, the entirety of the shares initially sold, back to him, by using the Companies House authentication code in his and the company’s accountant possession.
There was, no meeting of shareholders/directors, therefore no minutes and no shares certificates were issued, no communication to my client was made at all.
When found out my client was surprised and unable to do any deal related to the company, and the seller, now in possession of 100% of the shares refuses to communicate and explain his action and motivation.
The company owns 100% of a branch registered in an EU country, which is trading and owns valuable physical assets worth hundreds of thousands of pounds.
The company’s director has not declared this branch in the other EU country either at Companies House or HMRC.
There are also misleading and missing information within the Companies House declarations submitted. To make things worse, the seller is also the only signatory at the EU branch.
My client feels he is a victim of fraud and I have to agree, considering that the shares were sold at a 1000% premium! Any advice on the action my client should take would be greatly appreciated. (The seller is a prolific companies' founder in both countries, prosing to trade in real estate or high value assets, just to dissolve them within +/- a 21 months without, mostly any trade.)