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Carrs OP and Kanky's subsequent post are completely different scenarios, and are causing much confusion here! Are both of you referring to holding shares in an IRISH company, or are we talking about the transfer of shares in a UK company (regardless of selling these shares TO ANOTHER UK company)?

It sounds like Carrs sold shares for €10k in 2005, paid what he thought was his CGT liability and has a receipt from the Revenue. If this is an Irish company, it is the responsibility of the purchaser of those shares to have the STF stamped and to pay the bill! What you have outlined sounds largely correct, so be careful about slagging off your accountant before clarifying with him/her that there has been any error.

Kanky's circumstances are different by the sound of it. A company formation agent would only hold subscriber shares (the first shares issued on incorporation) "in trust" for the beneficial owner(s), so no stamp duty is payable here anyway. These shares would be transferred to the beneficial owners immediately post-incorporation, and if Kanky was registered as one of these beneficial owners in the Register of Members, that is prima facie evidence of his shareholding. Who holds the registers? What are the answers to the other questions regarding other shareholders, contact with the directors of the company, etc?

As MandaC pointed out, an Irish company MUST have a minimum of 2 directors, so if the company is listed as having only one, I must assume it is a UK company?? Otherwise the CRO would not accept any notification that would leave this number at less than 2.

It is difficult to give any more relevant advice to either Carrs or Kanky without splitting out their circumstances and their individual queries.
 
As MandaC pointed out, an Irish company MUST have a minimum of 2 directors, so if the company is listed as having only one, I must assume it is a UK company?? Otherwise the CRO would not accept any notification that would leave this number at less than 2.

Even though that is correct, I have on a number of occassions come across Irish companies when you check CRO there is only one Director. One company I looked into was so messed up (they kept on appointing and resigning people all over the place.) The trail went back to 1990 and was totally the fault of the Directors. I phoned CRO and they said, that one is so all over the place that we dont know where to start and we are waiting on the company to correct.

I asked the Directors did they want me to sort it, but because of the fee involved they said no, so I left them to it. Probably still like that.
 
Carrs OP and Kanky's subsequent post are completely different scenarios, and are causing much confusion here! Are both of you referring to holding shares in an IRISH company, or are we talking about the transfer of shares in a UK company (regardless of selling these shares TO ANOTHER UK company)?

It sounds like Carrs sold shares for €10k in 2005, paid what he thought was his CGT liability and has a receipt from the Revenue. If this is an Irish company, it is the responsibility of the purchaser of those shares to have the STF stamped and to pay the bill! What you have outlined sounds largely correct, so be careful about slagging off your accountant before clarifying with him/her that there has been any error.

Kanky's circumstances are different by the sound of it. A company formation agent would only hold subscriber shares (the first shares issued on incorporation) "in trust" for the beneficial owner(s), so no stamp duty is payable here anyway. These shares would be transferred to the beneficial owners immediately post-incorporation, and if Kanky was registered as one of these beneficial owners in the Register of Members, that is prima facie evidence of his shareholding. Who holds the registers? What are the answers to the other questions regarding other shareholders, contact with the directors of the company, etc?

As MandaC pointed out, an Irish company MUST have a minimum of 2 directors, so if the company is listed as having only one, I must assume it is a UK company?? Otherwise the CRO would not accept any notification that would leave this number at less than 2.

It is difficult to give any more relevant advice to either Carrs or Kanky without splitting out their circumstances and their individual queries.


Yes it is confusing to people who might mix up the queries. I took Carrs query to be an Irish Company, and Carrs sold his shares to a UK Company. Of course the purchaser is responsible for the Stamp Duty (unless it states differently in the Agreement). Why not check with the Accountant and ask for a breakdown of the funds paid. If there is €2,000 paid, is there not an over payment there in the first place unless Carrs has used his CGT exemption somewhere else.


Kranky's I took was an Irish Company, where someone had filed an M1 when he did not agree to sell his shares.


Agree queries should be separate.
 
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