Can you close a ltd company which holds land on Trust

[islandgirl]

Morning all. Just thinking something over and would be gratful for opinions please
1. land purchased by 3 parties to protect from development
2. Declaration of trust made beween the 3 parties. Ltd company created to hold the land (it is an asset of the company)
3. If one party wishes to leave they must offer the others the chance to buy. Price capped at price paid for land by each party (no profit). Can then be offered out to others who would also have to sign trust deed
4.One party wishes to leave the arrangment but others do not wish to buy. Finding a buyer would be difficult. No profit made. Directors have to pay all costs
5. For a specific reason closing the company would be a good idea at this time
6. How could we close the company when it holds the land? Would there be tax implications?
Any thoughts appreciated!

[atticus]

The land needs to be moved out of the company if it is to be closed. Closing the company down without doing so will create a problem down the line, with associated expense. The land would become 'bona vacantia' (an orphan asset).

[islandgirl]

Thank you atticus . If we move it could we merely reregister it in our own names at the LR? And dissolve the trust by mutual consent?

[atticus]

Yes, the company can transfer the asset to the 3 beneficial owners. Is there a separate agreement between the owners, as distinct from a shareholders agreement relating to the company.

Why is the 3rd person wanting out?

[islandgirl]

3rd person wants out as they have moved out of the area and no long need to protect it! There is a separate declaration of trust saying the property is held on trust by the trustees for the beneficiaries as tenants in common

[atticus]

Does the person who bought No 3's property want to buy his share? I guess you've asked.

[islandgirl]

We have and they don't

[dslippy]

Closing the company requires the involvement /agreement of Comanies House. They will not agree to any arrangement which leaves land unowned.

[islandgirl]

Thank you. We would want to get it out and into our personal names but I was wondering what the implications are of doing so.

[atticus]

Assuming that all the company's debts are paid (if any) then I see no problem there. However, I can see that there can be tax issues down the line arising from ownership of this land (or of shares in a company that owns the land) - CGT, IHT come to mind.

I guess that you and the other owners do not now want to cash in and sell this land.

[islandgirl]

Thank you. We still want to protect the land atticus and so don't want to profit from it. We are just looking for a way out of the Ltd company and all the extra responsibilities - the person selling is the one who did all the accounts and confirmation statements etc and the others do not wish to be involved in that