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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3692
Experience:  Solicitors 2 years plus PQE
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There is a brit friend in UK owns a company and I would

Resolved Question:

Hello,
There is a brit friend in UK owns a company and I would like to buy some shares in his company? Is that possible? and how?
I received my PhD from Uk. But currently I live in Saudi Arabia and I don't have a British nationality.
What are the possible ways to share him in this business as an overseas investor?
Many Thanks
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.
Hi,
Thank you for your question and welcome.
Is this a Company incorporated in the United Kingdom?
How many shareholders does it have?
Kind regards
AJ
Customer: replied 2 years ago.

It is a limited private share company which has 2 partners.

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
I would note the following:
- There is no bar to someone owning shares based on nationality - anyone is free to own shares in a private limited company in England;
- You have two ways you can address this either:
(i) You purchase shares of the existing shareholders - but you will have to pay stamp duty at 0.5% of the true value of the shares - all this requires is a Stock Transfer Form (CON40G)
(ii) The company issues more shares to you - this requires filing a form at Companies House - SH01 (Return of Allotment of Shares) and is subject to the directors having authority to allot the shares and the shareholders passing a special resolution to disapply pre emtpion rights.
Do all the share holders agree to sell or allot you shares?
As for your investment - if you are investing in the company then really you should be allotted new shares your investment can be structured as either:
- You pay a premium for the shares and then the money you invest becomes part of the capital of the company; or
- You buy the shares at a nominal value or sum and loan the company money as your investment - the advantage here is that if the company goes insolvent you will be a creditor to the tune of your loan - the disadvantage is there is substantially more paper work.
A share certificate issued to you should be absolute proof of your shareholding.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 2 years ago.

I live outside UK , so Can I buy the shares from overseas?

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Yes you can.
If you are buying shares from the existing shareholders you only need to agree a share sale agreement (or just a letter) and pay them for their shares.
If you are taking an allotment of shares you only need to send a letter to the company applying for your subscription.
Nationality or location of your home residence is not a bar to buying shares in English Limited. Anyone can own shares in a private limited company.
You just have to check with you fellow shareholders whether they are prepared to send you formal company notices to your address abroad (although this in not really an issue in this day an age with the use of email) and if they will let you send a proxy (a representative) to shareholder meetings (again not really an issue with video conferencing and written shareholder resolutions).
Any feedback is gratefully received.
Kind regards
AJ
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