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