Who informs Companies House when a company is sold?

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I have just reached a deal to sell my limited company to a former customer, as I am set to retire. He’s put the offer in, I’ve accepted and our solicitors are currently drawing up the paperwork. The only thing I haven’t worked out yet is Companies House. Whose job is it to let them know that the company has changed hands? Is it mine, his, or somebody else’s?

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Company directors are responsible for notifying Companies House when the ownership and/or management of a company changes. When you have confirmed the date at which the ownership of your company will change hands, you can inform Companies House yourself by:

  • Filing form TM01 to state your termination date as the company director.
  • Filing form AP01 to provide details of the new director(s) who will take your place before your termination or on the date of your termination.
  • Filing an early annual return after these filings but prior to your departure to confirm these recent changes and provide notification of changes to shareholders’ details.

Prior to filing an annual return, you must complete a Stock Transfer form to record the sale of your shareholdings to each new owner. These forms will state the transfer date and the sale value of your shares. Stock transfer forms must be filed with HMRC if the sale value of shares is above £1,000 - in such cases, the new shareholder has to pay Stamp Duty on their shares.

You must retain copies of all documents produced during the sale. You should also ensure your company's statutory registers are updated to reflect your date of departure as a director and shareholder.

Selling a company is a very complex procedure so please consult your accountant for professional advice and guidance throughout the entire process.

a year ago
 

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