transfer of ownership

[Busby15]

My Mother is the major shareholder of a business that is now no longer running. In order to access the money that was left in the account she has to sell the land, would it be possible for her to transfer ownership to me(her daughter) and avoid selling the land?

[factor-fiction]

Do you mean as a way of avoiding having to pay her debts?

[Busby15]

there are no debts but according to the accountant the land has to be sold to wind up the business, is that correct?

[scotman]

Not an expert in company law but my understanding is that for a business to be 'wound up' as in 'cease to exist' as opposed to merely 'not trading' which your question implies, then the answer is probably yes. At winding up all the assets are sold and the proceeds distributed among the current shareholders.

[Busby15]

Would there be anything wrong with selling it to me then? Would I need to get a valuation?

[buildersmate]

The land is an asset of the business - your mother doesn't own it, the business does (of which your mother is a shareholder).
To wind up the business, the directors (or whoever winds it up) have to sell the assets to realise cash to distribute to all the shareholders.
If you want to buy the land, make the directors an offer.

[themas]

If this is a private limited company and all the shareholders are in agreement, then selling the land to you would not seem to present any difficulties.

However, the sale would have to be recorded in the company's books which are presumably subject to audit and to inspection by Inland Revenue if they want to be certain that the tax paid is correct. So I think you would have to pay a proper market value so you would need to get a formal valuation.

[Skyline D]

The company's books certainly aren't likely to be subject to audit if it isn't trading Themas (although they would be if total assets are more than �2.8m but that seems unlikely).

To properly and legally wind the company up then you would have to dispose of all assets yes. You aren't especially under any great obligation to sell at market value although depending on who the company sold to the Revenue may question it and if minority shareholders are not in agreement then they could appeal that they were being unfairly prejudiced in the sale.

I don't see why particularly why you'd need to either formally wind up the company or by extension sell the land to get hold of the cash out of the account though if you mean there's money in the bank? The money belongs to the company, not your mother, but it could be paid out as a dividend of course (where the other shareholders would get their fair share). It could potentially be paid out as a salary too presuming your mother is a director or employee (if she isn't then she could certainly get herself appointed as one since she's the majority shareholder) but again if the other shareholders are no co-operative then there's a potential that they may complain.