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Joshua
Joshua, Lawyer
Category: Law
Satisfied Customers: 26069
Experience:  LL.B (Hons), Higher Prof. Dip. Law & Practice
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A private limited company wishes to sell. The shares are held

Resolved Question:

A private limited company wishes to sell.
The shares are held by a nominee company on behalf of the owners.

Presumably the sale agreement is between the selling company and the buying company but once the sale agreement is drawn up who signs the stock transfer forms the nominee company or the individual shareholders
Submitted: 3 years ago.
Category: Law
Expert:  Joshua replied 3 years ago.

Joshua :

Hello and thank you for your question. I will be very pleased to assist you. I'm a practicing lawyer in England with over 10 years experience.

Joshua :

Is the nominee company one the shareholders set up please or is this a professional shareholder nominee service that the shareholders have elected to use which handles shares from multiple unrelated companies?

Customer:

I have set up the nominee company to hold shares on behalf of various privare company individuals to preserve anonymity

Joshua :

Thanks. Does this nominee company hold shares just in relation to the company that is being sold or others too?

Customer:

others too

Joshua :

Thanks. If a company is sold to a third party the shares in that company are sold to the third party. The contract will be between company A (that is being sold) and B (Buyer of that company) and the contract will provide that x number of shares will be sold to that third party or perhaps all of them.

Your nominee shareholder company (as you will know) undertakes to hold shares it holds on behalf of third parties on trust according to a register the nominee company maintains and execute instructions it receives from those third parties.

Joshua :

Accordingly once the contract is agreed, the sellers will need to provide your nominee company an instruction to transfer ownership of the relevant shares to the new party. Your nominee company may have pro forma forms it requires for the share owners to give the nominee company an instruction to transfer the shares but there is no required form for the purpose.

Joshua :

Once the nominee company receives the instruction in a format the nominee company accepts to update its register of ownership of the shares, the nominee company simply updates its records to reflect the new owners and the nominee company will then hold those relevant shares on behalf of the new owners by virtue of its updated record of ownership

Joshua :

If the new owners no longer wish to use the nominee company services then the nominee company can execute stock transfer forms transferring legal ownership of the relevant shares to the new owners as directed. If this is required it would be the nominee company that would need to execute such stock transfer forms.

Joshua :

Is there anything above I can clarify for you any further?

Joshua :

Does the above answer all your questions or is there anything I can clarify or help with any further?

Customer:

that's great understand now

Joshua :

A pleasure. If I can assist any further as the situation develops please do no hesitate to let me know.

Customer:

ok hv a good day

Joshua :

And to you. If you have no further questions for now I should be very grateful if you would kindly take a moment to rate my service to you today. Your feedback is important to me. If there is anything else I can help with though please reply back to me though.

Customer:

how do I close down and rate u?

Joshua :

There should be some smiley faces to click on?

Customer:

yes but says u hvnt finished? maybe u hv to shut down first?

Joshua :

I have been informed there is an intermittent fault which is being looked into.. I will report the fault. Please do not trouble yourself any further. Thank you for trying though

Customer:

ok will try later

Customer:

Bibi mike

Joshua :

Many thanks. Best wishes

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