1 company from 2 existing?
1 company from 2 existing?
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dirty boy

Original Poster:

14,859 posts

239 months

Monday 11th March 2019
quotequote all
I've got a bit of a technical one here for the accountants.

Brief overview...

Company 1. Is one family [husband and wife] makes say £100k profit. Net assets £80k cash
Company 2. Is another family [again, husband and wife] and makes £110k profit. Net assets £30k cash.
Company 3. Is the huband from Company 1 and the wife of Company 2 and makes £20k profit.

What they want to do is all four of them work through company 3, combining their contacts. That's fine, I can deal with that no problem.

Can anyone see any issue in intercompany loans from Company 1 and Company 2 to remove the cash from them (after all liabilities met) and give Company 3 the working capital and then simply strike off those two companies and write off the intercompany loans?

We don't necesarily need the working capital. I wonder if them just retaining dormant companies and leaving the cash in them may be sufficient as something to fall back on if the arrangements don't work out.

Thoughts welcome.


anonymous-user

84 months

Monday 11th March 2019
quotequote all
Very carefully drafted shareholder agreements and articles then one of the Cos buys the share capital of the others to combine the 3. Bear in mind if it all goes wrong with relationships within the group (and it often does) you need to have given exits and what happens to shares very serious consideration.

Could one of the Cos be used as a JV vehicle owned by the other two Cos in whatever proportion, with divis sent up to the non-JV Cos as and when. That way, if there's a fall out, you still have assets of each's original Cos in your own hands.

Deesee

8,509 posts

113 months

Monday 11th March 2019
quotequote all
Not an accountant, but a trading LLP perhaps? members as ltd or individuals however drawings/dividends and not restricted by shareholding.

Jockman

18,414 posts

190 months

Tuesday 12th March 2019
quotequote all
Create company 4 as a holding company and move all shares over to it then do what you like (within reason)?

Shareholder Agreement review essential. Articles need a quick once over. Alphabet shares after proper advice from proper advisers, not a mate down the pub..

dirty boy

Original Poster:

14,859 posts

239 months

Tuesday 12th March 2019
quotequote all
Need to be careful with alphabet shares and ER and shareholder agreement is paramount in this sort of situation.

Thanks for comments, food for thought.