Stock Transfer Form J30

[JMN2]

I am wondering what our legal position is. We recently sold a limited company, contract signed, at Companies House the new owner showing as a new director, us showing having resigned as directors, and registered address changed too. We suspect some dodgy dealings. Buyer's current and our former landlord is getting fed up due to unpaid rent and owner not being contactable. HMRC has received weird phone calls by someone pretending to be us and is investigating.

We had to send our TM01 forms in ourselves to resign as directors as the new owner did not bother. But that's all reflected in the companies house website now. Problem is these guys haven't send in the J30 stock transfer forms which we prefilled for them and thus haven't paid the stamp duty, and I guess we still technically and legally own the shares?

Are we in a pickle?

[Clitheroekid]

Buyer's current and our former landlord is getting fed up due to unpaid rent

Did you use solicitors when you sold? If you did they should be able to deal with your questions better than anyone here.

However, I'm assuming from the fact that you've posted here that you didn't. In which case you need to be careful that you have no continuing liability under the lease. If you signed as guarantors for the company you remain liable until the landlord releases you, and in these circumstances it's extremely unlikely that he would.

But a more dangerous trap is a `change of control' clause in a lease. Although relatively uncommon some leases to companies say that if there is a significant change of control (i.e. the shares are transferred to someone else) then it amounts to an assignment of the lease, in which case the landlord's consent is required. In a case like this such consent is obviously unlikely to be given.

Problem is these guys haven't send in the J30 stock transfer forms which we prefilled for them and thus haven't paid the stamp duty, and I guess we still technically and legally own the shares?

The J30 wouldn't be filed at Companies House anyway, so you can't know whether or not they've paid the stamp duty. But even if they haven't it's not your problem. Payment is the sole responsibility of the buyers, and failure to pay it has no effect on the legality of the transfer - they still own the shares in the company.

[JMN2]

Buyer's current and our former landlord is getting fed up due to unpaid rent

Did you use solicitors when you sold? If you did they should be able to deal with your questions better than anyone here.

However, I'm assuming from the fact that you've posted here that you didn't. In which case you need to be careful that you have no continuing liability under the lease. If you signed as guarantors for the company you remain liable until the landlord releases you, and in these circumstances it's extremely unlikely that he would.

But a more dangerous trap is a `change of control' clause in a lease. Although relatively uncommon some leases to companies say that if there is a significant change of control (i.e. the shares are transferred to someone else) then it amounts to an assignment of the lease, in which case the landlord's consent is required. In a case like this such consent is obviously unlikely to be given.

Problem is these guys haven't send in the J30 stock transfer forms which we prefilled for them and thus haven't paid the stamp duty, and I guess we still technically and legally own the shares?

The J30 wouldn't be filed at Companies House anyway, so you can't know whether or not they've paid the stamp duty. But even if they haven't it's not your problem. Payment is the sole responsibility of the buyers, and failure to pay it has no effect on the legality of the transfer - they still own the shares in the company.

Thanks a lot, very helpful, no problems with the lease, our term ended, we didn't renew the lease and the buyer started a new lease term independently with the landlord, so nothing there to tie us into that. J30 part was the thing I was worried, and your last sentence clarified it to me so thank you again.