Transferring ownership Ltd business

Elements

Hi, we're about to transfer ownership of a Ltd company to new owners, for a zero value (new owner will be taking over the business loan / debt). I have some queries if anyone can help please?
1 - We're wondering what forms etc we need to fill in and who to send them to. Apart from filling out a Stock Transfer Form and sending that to Revenue (to transfer all the shares to the new directors), I can't find any other information online.
2 - A friend has said that we can't just give the business away, and that we need to put a value on the 'consideration' in it or it won't be legally binding. If this is so (let's say the consideration is €0.01) what form do we fill in for this (and where do we get it?)
3 - We have a director's loan due to us in the business which won't get repaid fully - we will be writing it off - but the new owners have agreed to pay us €1,000 of this.
a) Should the company pay that to us before the transfer of shares to new directors, or does it matter? (e.g can we still receive a director's loan repayment once we've resigned as directors?!)
b) Are we liable for tax on this and how do we account for it in personal tax returns?
c) If so is there a different way to pay us this money without a tax liability?

Thank you!

Alan Shore

Have you given guarantees in relation to overdrafts, loans or creditors.

You need to have your name removed from all these.

Some kind of legal agreement would normally be drawn up. Do you have to provide any indemnity to the purchasers in case of under declaration of taxes ect.

Have the purchasers done any due diligence. Do you not have an accountant or solicitor?

Elements

Hi Alan,
Thanks for your reply. We had checked with our accountant, who insisted we needed to do the Annual Return now for 2012, (with him) but the buyers' accountant has said that she will be doing it in October once we have all the books, bank rec, etc ready. (We do) She already deals with the new buyers' other affairs, and has been through the copies of our accounts for the previous 2 years.
We obviously don't want to pay for the AR to be done now if it will be done anyway by the new accountant.
Our solicitor has also said we don't need to do the returns now, and that it is very straightforward and we can 'sell' the business for a minimal amount (e.g. 1 cent) mentioned on the stock transfer form. He advised that the new owners hold a directors' meeting immediately, where they note in the minutes that the old directors have formally resigned in writing.
The bank already knows about the sale, and will release us from our guarantee for the bank loan and overdraft.
There is some outstanding vat to be paid for the last couple of months, and a courier invoice, both of which will be paid before the sale goes through. No other debts are owed by the company.
We in turn are owed a small amount of money which should be paid this week. So all of that is very transparent.
It just all seems a bit too easy, so I wondered if there was something else out there that we need to be doing!!