MexxaMixx is a Kent-based business which manufactures and sells a range of Mexican style cooking sauces. Steven, one of the directors, approached us for advice on the steps the company needs to take to deal with the resignation of another director and the transfer of her shareholding.
Tamara and Steven Parks are directors and shareholders in MexxaMixx.
Steven's marriage to his wife Tamara has recently ended and Tamara has told Steven that she would like to resign as a director and she no longer wants to hold shares in the company.
Following his discussion with Tamara, Steven approaches Thomson Snell & Passmore for advice on the steps the company needs to take to deal with Tamara's resignation and with the transfer of her shareholding.
We check MexxaMixx's articles of association. A company's articles of association are one of its constitutional documents which set out the management and administrative structure of a company. MexxaMixx's articles also deal with how shares can be transferred.
Tamara is a minority shareholder in the company. The articles of association have been drafted specifically to deal with the situation where either Tamara and Steven's or Thomas and Sofia's marriages end. The articles provide that Tamara's shares will be transferred to Steven. Tamara and Steven agree the value of each of the shares which is based on their market value, i.e. what the shares might be worth in the event that MexxaMixx were to be sold.
We prepare a share purchase agreement between Steven and Tamara to document the transfer which is negotiated with the solicitor acting for Tamara.
We also prepare various ancillary documents such as stock transfer forms, and board minutes which accept Tamara's registration and which approve the share transfer to Steven.
Removing Tamara as a director of MexxaMixx is a straightforward process and we are able to submit a form to Companies House terminating her directorship.
We then arrange for the stock transfer forms to be sent to HM Revenue and Customs for stamping, along with the payment of stamp duty and for new share certificates to be issued to Steven.
Finally, we advise Steven to arrange for the company's register of members to be updated.
It is a legal requirement for a private company limited by shares to maintain a current record of its owners and what shares they hold.
First published by the Kent & Sussex Courier (The Business) on the 7 August 2015.