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propertylawyer, Solicitor
Category: Law
Satisfied Customers: 288
Experience:  Property Solicitor with expertise in commercial and residential property transactions.
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I want to get out of my ltd Co and give my shares to my

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Hi, I want to get out of my ltd Co and give my shares to my business partner when the time is right, how do I resign, hand over my shares and ensure I have no liabilities or obligations going forward please?

Hi Lynn

Thanks for your question. I hope I can be of assistance to you.

Subject to anything to the contrary in the articles, adirector may resign his office at any time by proper notice to the company, unless the articles provide otherwise.

The resignation will be effective in accordance with its terms, independent of any acceptance by the company (unless the articles provide for acceptance) and, once a director has served a notice of termination, the director may not withdraw it without the company's consent.

Where there is a dispute over the meaning of aresignation notice, the test will be whether the notice was sufficiently clear and unambiguous that it would leave a reasonable recipient in no reasonable doubt of its meaning.

A company's articles will generally provide that the office of director will be vacated if he resigns by notice to the company.

The company may dispense with formalities for resignations set out in the articles. You can check this.

A resignation will be effective even where it is in breach of the director's service agreement.

Customer: replied 1 year ago.
Ah, so everything will be covered in the notice of termination which I assume I'd be better to get a solicitor to write for me?? I would then need to notify companies house and raise a certificate to transfer the shares, is that the basics of it all?

Hi Lynn

Apologies I was answering on my phone and hit send before finishing!

Yes, you are right that (1) you would need to complete a stock transfer form to transfer the shares (2) inform companies house to update the register of directors.

You could get a solicitor to handle this for you. It may give you a degree of comfort that it will be dealt with by someone who has knowledge and experience. For example the solicitor could check the articles to check to establish if anything specific will need to be undertaken to ensure the resignation is valid. They would also be able to advise you accordingly throughout the process.

I hope my answer has been helpful.

Please can I ask that you take a moment to accept / rate my reply. Many thanks!

Best wishes


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Customer: replied 1 year ago.
many times people hit that send button by mistake. HahahahaThank you for your help, it all sounds fairly straight forward and I'll take my time and position everything to make it simple when the time comes.Thank you