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Ed Turner
Ed Turner,
Category: Law
Satisfied Customers: 1534
Experience:  Director and Consultant Solicitor (Self-Employed) at Ed Turner LLB Limited
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I changed the shareholding on companies house as the

Customer Question

Hi
JA: Hi. How can I help?
Customer: I changed the shareholding on companies house as the business which invested into our business from Sweden went into liquidation as its status was effecting our ability to obtain any finance. I have since changed it back. The investor is treatening legal action if I do not buy his shares back. How serious is this?
JA: Has anything been officially filed? If so, what?
Customer: I filed an online from on companies house. on both occasions.
JA: Anything else you want the Lawyer to know before I connect you?
Customer: No thats it.
Submitted: 10 days ago.
Category: Law
Customer: replied 10 days ago.
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Expert:  Ed Turner replied 7 days ago.

Hello. I am Ed, a Solicitor qualified in England & Wales with over a decade’s experience in the legal profession advising clients.

I specialise in Commercial Contracts, Business Transactions, Employment, Dispute Resolution, Personal Injury and Road Traffic Law and shall be reviewing your legal problem today.

Regarding the site’s automatic offer of a Premium Service Phone Call, I shall be delighted to talk with you by phone to discuss your issue in greater detail if you accept the offer.

This is a complicated matter which requires a detailed discussion where I can provide bespoke advice. I suggest that we have a detailed telephone discussion. Please accept the site’s offer of a Premium Service Phone Call.

Customer: replied 7 days ago.
Hi, would we be able to have an initial consultation?
Expert:  Ed Turner replied 7 days ago.

Yes, of course.

Customer: replied 7 days ago.
How long would the call be for? And I presume it’s confidential?
Expert:  Ed Turner replied 7 days ago.

The call will take as long as it takes. Usually, they are about 20 minutes at most. I will tell you if we are going around in circles or a I am repeating myself!

Customer: replied 7 days ago.
Ok so when are you free for the call?
Expert:  Ed Turner replied 7 days ago.

Please accept my offer and I will pass you my contact details and we can arrange a mutually convenient appointment during normal business hours.

Expert:  Ed Turner replied 4 days ago.

I note that you have not replied to my request for further information. I shall therefore post as best a reply I can based on the facts you have provided. Please revert to me if I am mistaken as to your type of legal issue or the answer does not fit the facts of your situation and I shall be delighted to amend my answer accordingly.

I am going to dictate my answer to my off-site audio-typist. I should be able to post it on the Portal no later than tomorrow when my secretary has completed the dictation. Thank you for your patience.

Expert:  Ed Turner replied 3 days ago.

Please treat this advice with caution. Since I do not have the full details of the companies or any documentation, I cannot review the Companies’ positions on England and Wales and Swedish Companies House. However, my impression of the dispute is as follows.

If your Swedish shareholder and investor has gone into liquidation in its own jurisdiction then its shares in your company will devolve to the Crown as “bona vacantia as per section 1012 of the Companies Act 2006.

From your company’s perspective as the private issuing company, the share and related share capital will remain in existence. Your company may be able to buy the share back from the Crown and I suggest you consult Government Legal Department Guidance BVC7, ‘Buy “bona vacantia” shares’: https://www.gov.uk/guidance/buying-bona-vacantia-shares-bvc7. If the Crown has disclaimed the share, the company may be able to cancel it by undertaking a reduction of capital so as to tidy up the share register, but I would need to check the company’s articles of association to advise with certainty.

In terms of the dispute with the Swedish investor, it appears they are “rattling their cage” over nothing. If the company has gone into liquidation, it is now a non-entity and does have the right to bring court proceedings in either Sweden or England and Wales. Therefore, there threats of legal action if you do not buy the shares back are spurious.

Expert:  Ed Turner replied 3 days ago.

I hope this resolves your enquiry. Please revert to me if you require any clarification of my answer to your question and I shall be delighted to assist.

Otherwise, I shall be grateful if you will please mark your enquiry as “Closed” and give me a “Positive” rating to conclude this matter.

Kind regards

LawyerEd