The other shareholders would have no shareholding in newco. One of those shareholders was had a debenture in the current company, but that has now been satisfied. The other shareholder has no security.
The current company would continue to trade under licence from the new IP holding company, so it will still have value
1. Can we make the transfer without reference to the other shareholders. We have held board meetings to express concern at the actions of the aforementioned. - Yes, but you MUST act with the best interest of the Company. If you do not then you may in breach of your duty
2. Does there need to be some financial transaction for this? - Yes. In order for there to be an effective transfer you must pay the market rate for these assets. There needs to be an invoice and then a payment from one Company to another.
3. What paperwork do we need to complete to make the transfer legal - Ideally a contract between Companies and then invoice - payment.
4. Does anything need to be submitted to Companies House, and if so, what? - No nothing.
Can I clarify anything for you about this today please?
Thanks for this information. We are not transferring physical assets (computers, stock etc, nor customers), but only the name (which we are changing anyway) and the know how of our programmes, which are not protected in any way, and could be easily replicated by another company, given the right intellectual resource.
The secured loan to the company was £16,000, which has now been settled. Does that mean that the all the assets are worth £16k?
This is complicated! This company bought the assets from another company back in June in a financial transaction. A rogue director connected with the previous company is a shareholder of this company, and I would like to distance this business from him, if possible.
What options do we have?
I assume we could just go and start another company, and create a new brand name and deliver the same content, as it is not protected?
The rogue person is only a shareholder of the current company.
There is no claim by the company from which we bought the assets in June 2013, as that is in administration and the assets and goodwill were bought in a pre-pack agreement.
The directors of the current company met with this person and offered him the opportunity to work as an agent for us and to be remunerated on sales performance alone. He rejected this and has now set up another company in South Africa, which trades under the same name. Do his actions constitute "going separate ways?"