One of the company I am working with has 100,000 shares of £1 each and three shareholders. These shares were never paid and all three of them sold their shares to the investor for an X amount (£5 per share you can assume) and the investor then paid the X amount to the share holders and the remaining shares will be bought by the investor for £1 only this month.
The question is who is liable for unpaid share capital. My understand is that the investor has bought the shares directly from the shareholders and unpaid share capital has nothing to do with the investor. The original shareholder will remain liable for the unpaid share capital even if they exit and if the company goes into liquidation then they will be personally liable for this. What do you guyz think.
The second questions is how to reduce the share capital if the shareholders do not pay up. The company is not solvent and it has negative net assets but it is being supported by the investor and the company has the letter of support and it can pay its liabilities for the next 12 months so on this basis, can the directors confirm the company is solvent and submit SH19 form to the Companies House.
Alternatively, I was thinking of the company buying the share back from them (Credit Unpaid Share Capital sitting in debtors and Debit Share Capital) and it can then sell it to the investor for £1 each. Will this acheive the same outcome as reducing share capital, surely I am making a mistake here?
Thank you for your help everyone.