Company Law Question

I

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I'm involved in a company that has two shareholders

1) Private shareholder (85%)
2) Ltd Co (15%)

The company is dormant for a number of years, has no assets, has a negative worth and owes money to the 85% shareholder.

The 15% shareholder is now dissolved following strike-off by the CRO.

The 85% shareholder would like to reactivate the company however they are keen to get the full 100% shareholding in their own name first.

Does anyone here have any experience in this. All guidance is appreciated.
 
Sounds complicated.

I think that the struck-off company would have to be restored first.

A way around it might be to have a very deeply discounted rights issue e.g. 100 shares for each share currently owned. The dissolved company would not subscribe for its shares, so the 85% shareholder would get 99% control.

If the dissolved company ever did recover, they might take an action for opression of minority interests, but it seems unlikely.

You would need to take professional legal and tax advice on such a proposal.

Brendan
 
Thanks Brendan

That gives some food for thought

Unfortunately there are no funds available within this company to engage any sort of expert advice at the moment so its something we need to progress on a DIY basis, or not at all.

As I understand it, any "assets" of a dissolved company are vested in the Ministry of Finance. I suppose the strictly correct way to go about this would be to engage with the 15% shareholder ie the Department of finance but with who exactly, I'm not sure.
 
I presume you want to put profitable business through this company to repay the loan tax effectively? You might also be able to use losses forward.

Could you do this anyway without changing the ownership? Then when the debt is repaid, close the company.

Brendan
 
Yes, We want the company to repay its loans to maximise tax situation

No we cant use brought forward tax losses as it would be against a different trade.

We could close down the company after loans have been repaid however I believe that this is contrary to proper company governance. Directors have a duty to act in the best interests of the company, not individual shareholders and certainly not to the detriment of any particular shareholder. Closing down the company in three years time after the loans have been repaid and recommencing immediately in a new legal structure would be "off colour", I suspect......

I think the time to set out the stall is now before we commence the "new" trade in the "old" company

Thanks a million Tommy and brendan for your input. Very helpful.
 
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