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Company Disposal and Takeover

Is your Company / Corporation in difficulties? Does it have debt's or legal problems?

Is Your Company causing you high levels of stress? Would you be relieved to see the back of it? There is a solution. ORCA are agents for a number of lawyers, accountants and other professional who specialize in restructuring solutions aimed at resolving these types of nightmares. In essence they arrange for the company to be taken over by a new owner with the end result that all disputes, debts and other worrying issues become the responsibility of the new owners. If you are contacted you are legally obliged to refer people to the new owners because you will no longer be a director and have any legal authority to act on behalf of the company. In some cases the new owners manage to turn the company around and bring about a recovery which resolves many of the debt issues but unfortunately in the majority of cases this is not possible. In the event of legal issues once again the parties which take control of the company would endevour to resolve them.

The actual procedure to transfer the company is generally quite simple. This is particularly the case in countries such as the USA, Canada, New Zealand and the UK, elsewhere is is generally possible but because our associates specialise in English speaking locations it would need to be looked at more carefully. Most people canít believe that in most cases its as straightforward as it is to bring an end to all the stress and worry which arises when a company totters on the brink of collapse but the method used has been utilised bya large number of clients for the last 16 years and is totally foolproof. All that happens is that you agree to transfer the business and itís debts to another business (generally an offshore company or trustee) this entity takes over your company and assumes all its unsecured liabilities. Once you no longer own the business and the documents at the company registry show the details of the new owners (generally in less than a week) you can simply refer creditors to the new directors who then deal with any debt or legal disputes. If your business has any assets which you need to retain these can be transferred to you by the new owners after the takeover but it is better to take control of these items before you resign if you have sufficient time. Normally the way most clients deal with things after the takeover is as outlined below:

Lets assume a scenario where a creditor calls your office.

Creditor: I am phoning about invoice 7502 its months overdue and if I donít get it settled I am hauling the directors into court or making an application to have the company wound up.

Debtor Company: I am afraid we canít really deal with this because we have been taken over by ABC Co and legally must refer all issues to them. Our lawyers said that we are not legally allowed to act on behalf of the company because we are no longer the directors and the new owner could sue us.

Creditor: Who are the new owners? How do we contact them?

Debtor Company: The new owners are in Sydney (lots of options are possible) you can call them on +61 2 8367 7629 or email accounts@abccompany.com.au

Creditor: But we dealt with you. As far as we are concerned you owe us the money.

Debtor Company: We understand how you feel but we also had a debt to ABC company and they insisted that we either pay them what we owed or transfer the business to them and we had no choice but to let them take the company over so hopefully they can deal with your issue but legally we canít act for the company because we are no longer connected to it.

At this point the creditor normally contacts the new owner who will speak to him and take the attention away from yourselves. Of course every case is different but the above is pretty typical. The cost of arranging the takeover is between $1600/£1000 and $2400/£1500 depending on the complexity of the case. This fee includes everything required to prevent you needing to have any further contact with your old company. In summary this is what is involved.
  • A suitable entity to take over your company is instructed. Exactly how this is done will depend on the type of business and the circumstances.
  • We complete the company registry Forms to resign and appoint the new directors and secretary if required. We can send these by email to be signed although some countries allow this to be actioned online.
  • We arrange for the new owner to complete the forms appointing themselves as the director(s) and secretary and the documents are then sent to the registry - or filed online where possible.
  • The shares are also transferred to the new owner.
  • The new registered office is filed at the registry.
  • You receive a legal document from the new owner together with a set of documents confirming who the new owners are. These can be produced if required.
  • At this point the legal responsibilities of the old directors end (unless they have signed personal guarantees) and all outstanding issues and disputes must be pursued with the new owners.
Once we reach this stage your involvement with the company ends so by this point you must ensure that any company assets such as money in bank accounts (in the Company name) or items such as computers, copiers, remaining stock etc which are still legal owned by the company are transferred.

Please contact us by email or give us a call and we can put you in touch with the appropriate people who can deal with your company.

UK / Ireland020 7175 0041
(International +44 20 7175 0041)
US / Canada1 954 866 5986
(INTERNATIONAL +1 954 866 5986)
Australia and New Zealand+61 2 9191 7472
(INTERNATIONAL +61 2 9191 7472)
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