Help- transferring a company ownership?

Question

Hi there

I am taking over a Limited company from my Mum and Dad. It was set up a couple of months ago only.

I want to avoid paying huge accountants fees for what I understand is a straight forward process of change. Would anyone be able to confirm that or shed light on the below:

1) Inform Companies House?
2) Inform HMRC?
3) I was also told that Share Ownership has to be transferred. Is this easy to do myself? If so how? Help!!
4) As my mum/dad didn't take any money from the business - this would not affect their tax position would it?
5) Can I leave my dad as company secretary? This won't have any tax implications would it as he is retired, and would just be a secretary in name only - nothing else/no involvement!


Is there anything else I need to consider?
Help!!

Answer 1

It is not quite as simple as the answer above but I agree that you will probably be able to do it yourself.

To transfer ownership your parents need to sell or gift you the shares. They need to complete share transfer forms (which are downloadable, I believe) and if any consideration is given for the shares then stamp duty will be payable.

You (or the company sectretary) should record the details of the transfer in the company's statutory books and issue a new share certificate.

Companies House are notified when the next annual return is filed.

If your parents are resigning as directors then this needs to be notified straight away using forms 287. Your appointment as a director will also be notified in that way. I think this should be done within 28 or 30 days of the change - I'm not giong to check - just do it as soon as possible.

If you are changing the registered office that needs to be notified too. These changes can all be done online now if that would make it easier. Go to the Companies House website for more details.



HMRC do not need to be informed of the change of ownership directly but your parents should be issued with P45s and they would be sent to the appropriate Revenue office which deals with the company's payroll. You should alos send your P45 from your previous job or complete a form P46 ans submit that. Remember, as a director you are becoming an employee of the company as well as a shareholder.

You say your parents did not take any money from the business. Does this mean that the company is worth more than the nominal value of the shares transferred? If so, then your parents could be subject to capital gains tax on the deemed disposal value of their shares, i.e. market value. There are generous reliefs though so this may not be an issue but the situation should be checked out.

Your father can continue as Secretary but he should realise that he has the ultimate responsibility for the duties of that office. So long as he trusts you and you comply with all the regulations there should be no problem.

Answer 2

Changing the ownership within a family is very easy. You and your parents simply need to exchange letters saying 1) I'm selling / giving you all the shares in the company. 2) Thank you very much. The actual designation of the share capital is set out in the Memorandum and Articles of Association that your father should have. Next time the annual report to Companies House is due, you report the change of ownership / shareholding.

The Company Secretary is the person responsible for ensuring that the company sticks to the rules set out by the Companies Acts and the Memorandum and Articles of Association. That's not a job you can do in name only. He may agree to do it for you (but he's the one who would have to answer for it if you broke the rules). If you take over as Company Secretary, you need to write to Companies House and tell them without waiting for the next annual return.

None of this needs an accountant, but it might be handy to have one.

Answer 3

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