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Buachaill, Barrister
Category: Law
Satisfied Customers: 10945
Experience:  Barrister 17 years experience
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My mother in law lives overseas, she owns the shares in a company,

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My mother in law lives overseas, she owns the shares in a company, the company is being wound up and the asset ( a building ) is being transferred to her. The solicitor doing the transfer out of the building were appointed by her managing agents, however the solicitor is now saying she must have independent legal advice, this despite her instructing the agent to appoint the solicitor, owning all the shares in the company and being the only recipient. She has had tax advice on dissolving the company and is adhering to the advice.
If she is the owner of the shares and recipient of the building, surely the solicitor dealing with the Transfer out is effectively acting for her, any potential claim she would have could only be against her own company, which is due to be dissolved
Not surprisingly she's getting a bit frustrated especially as the Solicitor seems unable to readily expalin the need for additional legal advice
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Customer: replied 3 years ago.
Hi Nicola
Thanks for reply, I'm fine to wait so no need to cancel question
Looking forward to hearing from you
Paul Purcell
Sent from my iPhone
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Thank you for your patience,
1. Dear *****, the reason the solicitor doing the transfer is insisting on legal advice is that this solicitor doing the transfer has a conflict of interest with your mother's interest and has been appointed and is employed by the liquidator of the company, or the managing agents. Whilst your mother is both a director and shareholder of the company, there is a conflict of interest here between your mother's position and the person who is winding up the company, whether that is a liquidator or the managing agent. To avoid potential liability as a solicitor doing the transfer, the solicitor must advise your mother to get independent advice as there is a conflict of interest here. Such a solicitor would give tax advice normally on the situation when the asset is returned by distribution from the company to your mother. I appreciate your mother has got tax advice. But there are other issues surrounding the origin and source of the funds, the management and administration of the company, and any potential liability of the managing agents which are not purely tax issues.
2. Ultimately, in law, the shareholders have no interest in the assets of a company. So the company or any person who acts on its behalf, such as a solicitor owes no duty to the shareholder to do the transfer correctly. That is why there is a conflict of interest and your mother should use her own solicitor to ensure the transfer is done properly. I know this might seem stranger to the layperson who might think his mother"is" the company. But this is the legal position.
Buachaill, Barrister
Category: Law
Satisfied Customers: 10945
Experience: Barrister 17 years experience
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