Close one buisness to open a new one doing the same Close one buisness to open a new one doing the same
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  1. #1

    Nervous Newbie


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    Mar 2019
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    Default Close one buisness to open a new one doing the same

    My partner is Director of a small ltd company. It has 3 share holders, he is the majority share holder . The two other share holders both left the company many years ago but shares were never transfered.
    The company has barely survived due to lack of managment for last 7 years.
    Last year saw a loss of £11. There is however no bad debt of any description.

    There are 20 self employed workers who have agreements with the company to deliver their work to a certain standards as set out in their TOA's which sees them accredited by the company.
    I have set up a new company but so far in name only.

    I want to rejuvinate the business however I cannot contact the two sharelholders to arrange a share transfer and do not want to build up the business under the current ltd company whilst these two share holders technically own a %.

    Can I re start the self employed workers with TOA's agreed with the new company and resart the business under the new company. then disolve the old one after 3 months of no trading? would be so greatful for any advice on this please.

    thanks Havana

  2. #2

    Super poster

    Lance's Avatar
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    Default

    Quote Originally Posted by Havana View Post
    My partner is Director of a small ltd company. It has 3 share holders, he is the majority share holder . The two other share holders both left the company many years ago but shares were never transfered.
    The company has barely survived due to lack of managment for last 7 years.
    Last year saw a loss of £11. There is however no bad debt of any description.

    There are 20 self employed workers who have agreements with the company to deliver their work to a certain standards as set out in their TOA's which sees them accredited by the company.
    I have set up a new company but so far in name only.

    I want to rejuvinate the business however I cannot contact the two sharelholders to arrange a share transfer and do not want to build up the business under the current ltd company whilst these two share holders technically own a %.

    Can I re start the self employed workers with TOA's agreed with the new company and resart the business under the new company. then disolve the old one after 3 months of no trading? would be so greatful for any advice on this please.

    thanks Havana
    Two possible alteranative options......
    If your partner has enough shares (over 80%) then he can push the others out with a forced buyout.

    With less shares than that, but as sole director, he can issue more shares and buy them himself, thus diluting the other shareholders. Do this with enough shares until he has 80% and then force them out.

    However, if the workers are happy to switch to a new company, as well as any clients, then that's the easier way. Just make sure you read all contracts, including ones with the other shareholders.
    See You Next Tuesday

  3. #3

    Nervous Newbie


    Join Date
    Mar 2019
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    Default Thanks you

    Quote Originally Posted by Lance View Post
    Two possible alteranative options......
    If your partner has enough shares (over 80%) then he can push the others out with a forced buyout.

    With less shares than that, but as sole director, he can issue more shares and buy them himself, thus diluting the other shareholders. Do this with enough shares until he has 80% and then force them out.

    However, if the workers are happy to switch to a new company, as well as any clients, then that's the easier way. Just make sure you read all contracts, including ones with the other shareholders.
    Thanks very much for this - smart thinking - much appreciated. Havana

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