Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law solicitor and my colleague has asked me to look at this for you. Why was Y dissolved? Did it go insolvent? Who was the named party in the original share purchase agreement? Kind regards AJ
Y... Ltd was incorporated in February 2008 and in March 2008 the address of its reg. office was changed to the same address as Z... Ltd. Accordingly, Y...Ltd was incorporated and/or acquired by Messrs A & B, not the vendors. The vendors assume that, since the purchaser failed to complete the purchase of the 75% interest, Messrs A & B had no use for Y... Ltd and did not bother to file any documentation at Company House relating to it. The only documentation filed on behalf of Y...Ltd (apart from that relating to its original documentation in February 2008) were three notices all filed about 28 March 2008, namely termination or resignation of its original director and secretary and change of its registered office, and, in the normal way in such cases, Company House went through the normal routine of threatening and implementing dissolution.
The Share Sale Agreement was expressed to be made between Z... Ltd (which was the purchaser) and four men who owned (and still own) the shares in X...Ltd (who were the vendors).
In the view of the vendors, it was Messrs A & B and their advisers who introduced the role of Y...Ltd into the contractual documentation and who ought to have taken all steps necessary to ensure that on or before completion the vendors could transfer the X...Ltd shares to Y...Ltd and receive Y...Ltd shares so as to transfer 75% of them into ***** that basis, if Messrs A & B failed to implement the correct procedures for acquiring the original share/s in Y...Ltd and becoming directors of it, would Messrs A & B have personal liability on the sale contract and for the failure to complete on the grounds that they were misrepresenting the existence or status of Y...Ltd and their control of it. Being in London, UK, our questions relate to English Law.
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