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Joshua
Joshua, Lawyer
Category: Law
Satisfied Customers: 25358
Experience:  LL.B (Hons), Higher Prof. Dip. Law & Practice
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I have been a beneficiary to my sisters estate. She died in

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I have been a beneficiary to my sisters estate. She died in 2011 as a part of this myself and my siblings were left share's in her late husband's company. We decided between us that we didn't want them and wish to hand them over to the remaining company shareholders. The company concerned has agreed to this but our solicitor is now telling us that we may not be able to do this. He has known about our wishes and dialogue has been going on between the parties involved and ourselves for several weeks. Are we able to complete this transfer of shares?
Submitted: 2 years ago.
Category: Law
Expert:  Joshua replied 2 years ago.
Hello and thank you for your question. I will be very pleased to assist you. I'm a practising lawyer in England with over 10 years experience.

May I ask if the company has value please - e.g. it owns assets or earns income from a trading going concern?
Do the shares have any value based on the above?
Finally do you seek to make a charge for the shares or give them away for free?
Customer: replied 2 years ago.

The company has value based on the asset of a building that they own however the shares are only of value if this building is sold for more than the current liabilities that are secured on it. We have said we would rather give the shares back to the shareholders for nothing than have to meet the shortfalls that may be incurred should the building be sold. The remaining shareholders have already agreed to this.

Expert:  Joshua replied 2 years ago.
Thank you. Lastly do you know of the reasons (if any) the solicitor involved has given for not being able to transfer the shares please?
Customer: replied 2 years ago.

All he as said he does not know of it being done before.

Expert:  Joshua replied 2 years ago.
Thank you. it is possible to attach conditions to shares whereby they are nontransferable by attaching conditions such as if they are transferred the shares are canccelled. However I would think it unlikely that in a family company where one of the major if not the major company assets is a property, the sort of condition would have been considered much less accepted by your uncle. In the assumption that there are no conditions associated with your shareholding (this can be confirmed with the company secretary or by inspecting the company register at companies house) then there is no difficulty with your transferring the shares to the other shareholders as you propose.You can do so using a stock trasnfer form such as this:http://www.companywizard.co.uk/resources/docs/stocktransferForm.pdfI am not certain I understand the solicitors comment. Company shares are transferred every day in private companies. Share transfer is not limited to publicly listed companies. Subject as above you are free to transfer shares to anyone you like though many family companies do impose conditions to restrain shares being transfered without permission or to non family members to ensure that control of the company is retained in the family.Finally it is possible disclaim shares if you do not want them but this is only possible where the shares are an asset. If there is apossibility they are or may be a liability you cannot disclaim them without the executors securing an alternative disposal because it may have a negative effect on the estate if the shares are a potential liability.If you are unsure whether the solicitor has sufficient experience in this matter, you could very gently ask them if they could obtain a second opinion in respect of her advice from a colleague who deals with company law. Most firms even small ones have such asolicitor either within the practice or who they can refer to. I hope the above is of assistance? If you have no further questions for now I should be very grateful if you would kindly take a moment to click to rate my service to you today or just reply back to let me know if the above is helpful. Your feedback is important to me. If there is anything else I can help with please reply back to me I'd be very grateful
Expert:  Joshua replied 2 years ago.
I hope the above is helpful? Can I help you with anything else or has the above answered your questions satisfactorily? If you could drop me a quick message to let me know I'd be very grateful.
Customer: replied 2 years ago.

Thank you for the information it is great however, you seem to have misunderstood me with regard to the company and the share's. It is a limited company that was co-founded by my sisters husband and on his death these then transferred to her and are now a part of her estate. with this in mind, does you advice remain the same?

Expert:  Joshua replied 2 years ago.
Thanks for your post. Sorry I did fully understand that. For some reason in my mind as I was typing my reply I had it in mind that we were discussing your aunt's estate rather than your sister. I have no idea where that idea crept in from and I sincerely ***** ***** the error on my part. However apart from this unfortuantel confusion of identities on my part the information holds good as above. Have I been able to help you with all your questions above?
Joshua, Lawyer
Category: Law
Satisfied Customers: 25358
Experience: LL.B (Hons), Higher Prof. Dip. Law & Practice
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