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Has Your Partnership Set Up a Limited Company? - Why You Need to Check Your Registered Shareholders Today

on Tuesday, 03 April 2018.

Has your Practice set up a Limited Company? Perhaps to limit your liability or own the freehold to your premises?

If so, you need to check exactly who has been issued shares and registered as the shareholder(s) of the company as you (or your incorporation agent) could have made a common but critical mistake that will create huge headaches for the partnership.

As you may be aware, a partnership cannot hold assets in its own name (eg as The XYZ Medical Practice) as it is not, in legal terms, a person. Anything that is intended to be partnership property, from land to shares to equipment, must be held in the personal names of one (or more) of the partners on trust for the partnership as a whole - if you check your partnership agreement you will almost certainly see a specific clause to this effect.

This means that when the practice sets up a limited company, the share(s) must always be issued to and registered in the names of the individual partners in order to be legally effective. If you look at your company's records and can see that the shareholder is the practice itself then you have a major problem, as legally you do not currently have any shareholders at all.

As you might guess the ramifications of this are fairly significant. You are in breach of the Companies Act 2006, but there are also significant practical implications, such as:

  • you cannot prove who owns the company (and therefore who owns its valuable assets)
  • banks and other institutions will not be able to lend to the company if there is any uncertainty as to ownership
  • dividends cannot lawfully be paid
  • shareholder resolutions cannot be passed; and
  • the company cannot be sold;

Any or all of the above implications could have a material adverse impact on your business and finances.

If you are not sure how to find out who your registered shareholders are, then the best place to start is looking at your last confirmation statement, or asking whoever set up the company (or does your company secretarial work) for a copy of the Register of Members.

If you have checked your company books and find yourself in this situation, what can you do? Well, first of all don't panic: the situation is not irrevocable. We have seen this before and we can help. By putting in place the appropriate company law remedies, we can get the correct shareholders registered to the satisfaction of the banks and authorities.

If you get in touch as soon as possible we can make sure that you don't miss out on crucial funding or opportunities, but whatever you do, don't ignore the problem and let an initial small error have a big impact down the line.


For more information, please contact a member of our Healthcare team, or complete the for below.

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