Transferring my company to my partner

Calahonda52

So, I need to transfer my company to my partner.
I am a director and she is Co Sec.
.
We want to end up with me having nothing to do with the company.

The things I think I need to do are, not in any order.

1. Put her on the bank mandate and get me off it.
   
2. Sell my shares to her, consideration will be < 1,000 euro so no stamp duty and no CGT as the bank account is nearly zero.
   
3. She will resign as Co Sec and become a director, having found a new co sec. In passing, can the Co Sec be resident in Oz?
   
4. I will resign as director.

y0ssar1an22

Calahonda52 wrote: »

So, I need to transfer my company to my partner.
I am a director and she is Co Sec.
.
We want to end up with me having nothing to do with the company.

The things I think I need to do are, not in any order.

1. Put her on the bank mandate and get me off it.
   
2. Sell my shares to her, consideration will be < 1,000 euro so no stamp duty and no CGT as the bank account is nearly zero.
   
3. She will resign as Co Sec and become a director, having found a new co sec. In passing, can the Co Sec be resident in Oz?
   
4. I will resign as director.

you will need to complete a share transfer form:

http://www.camocon.ie/pdf/StockTransferFormIrish.pdf

Aussie resident can be secretary.

https://www.cro.ie/Registration/Company/Incidental-Obligations/Company-Officers

just be sure for your calculations you use market value as its a disposal between connected parties.

i cant think of anything else. resign as director, sell shares, take care of the banking. headed paper/website/etc will need to be amended as well.

Calahonda52

Much obliged, thank you

Heres Johnny

No offence Calahonda but this is way beyond the scope of free, anonymous advice on boards, no matter how well intentioned posters are. It's a complex procedure best dealt with by a professional

Calahonda52

Heres Johnny wrote: »

No offence Calahonda but this is way beyond the scope of free, anonymous advice on boards, no matter how well intentioned posters are. It's a complex procedure best dealt with by a professional

The valuation is the only tricky bit, which will need outside advice , the rest is just series of steps that have to be done in the correct order, like changing a wheel on a car.

Hoboo

Minutes and CRO filings?

Hoboo

Calahonda52 wrote: »

The valuation is the only tricky bit, which will need outside advice , the rest is just series of steps that have to be done in the correct order, like changing a wheel on a car.

Just transfer the shares issued at the rate in the constitution. Probably €1 ordinary shares.

y0ssar1an22

Hoboo wrote: »

Just transfer the shares issued at the rate in the constitution. Probably €1 ordinary shares.

you need to use market value as between connected parties. there will be no CGT, but for stamp duty purposes.

so the tricky part, as mentioned above, will be the valuation of goodwill.

I'm not sure on any vat implications, if applicable

Calahonda52

Am I correct in saying that there is no special stock transfer form for a pro=ivete company.
The CRO says
https://www.cro.ie/en-ie/Post-Registration/Company/Share-Capital-Change

Share/Stock Transfer Form
With regards to a share/stock form, this form is not a CRO form but should be filed with the Revenue Commissioners. Share transfers will be noted on a company's annual return form. The form can be purchased from a law/legal stationers.

Goodbody s-brokers show this
https://www.goodbody.ie/assets/stock_transfer_form_irish.pdf

y0ssar1an22

you notify CRO on the next B1 filing. there's a tab for transfer of shares.

the form linked above needs to be stamped and submitted to revenue.