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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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My question relates to Company Law:- Are there any implications

Customer Question

My question relates to Company Law:-
Are there any implications if a director is not registered at Companies House
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Alex J. :

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law expert.

Alex J. :

Really if you are acting as a director you should be registered. In all likelihood, not registering yourself is only going to cause a problem if the company is listed or the company goes insolvent.

Alex J. :

If you do not register yourself you run the following risks:

Alex J. :

Being considered a Shadow Director under S.251 of the Companies Act 2006;

Alex J. :

Failure to keep accurate records;

Alex J. :

If this is done to deliberately conceal the directors influence over the company from the Shareholders - if the shareholders find out this could be deemed unfairly prejudicial under the S.994 of the Companies Act 2006

Alex J. :

Essentially as long as there is at least one registered director then this is potentially possible, but you have to be aware it is likely fuel the flames of impropriety if the company ever went insolvent or the shareholders had a dispute.

JACUSTOMER-4ap2bop8- :

Thanks!

JACUSTOMER-4ap2bop8- :

Can you set up a board of directors without the directors being registered at companies house

Alex J. :

Hi, Thank you. No you need at least one director registered at Companies House.

Alex J. :

https://www.gov.uk/government/publications/register-a-private-or-public-company-in01 If you look at the incorporation forms you will see at least one director (natural person) needs to sign them.

Alex J. :

Unfortunately gone are the days where you could have companies with single corporate directors.

Alex J. :

THe alternative is you have a corporate director in a jurisdiction that does not require you to disclose this information (e.g the BVI) and appoint an accountant or professional as your natural director.

JACUSTOMER-4ap2bop8- :

Hi, we already have 1 director/shareholder registered at CH. We also have 3 directors not registered but would like to set up a board of directors and wondered whether we need to add the additional 3

Alex J. :

Hi, Thank you. Not necessarily as I explained you would just risk them being shadow directors. This would only become an issue if the company went insolvent or there was a dispute of the shareholders.

Alex J. :

What you could do is save the function of director for official company law business i.e calling meetings, administering filings etc and then delegate the management power to this "board" who will be responsible for the commercial functioning of the business.

Alex J. :

If you are going to do this then you should really agree the function of such management structure in a shareholders agreement.

Alex J. :

Can I assist any further? Any feedback is gratefully received. Kind regards AJ

JACUSTOMER-4ap2bop8- :

So, if the shareholder has an AGM or passes a resolution we can set up a board of directors?

Alex J. :

Hi, AGM or a meeting passing a resolution is entirely separate from board meetings.

Alex J. :

What I was envisaging was a written shareholders agreement - like a contract that agrees a management structure that includes this "board" who are not registered as directors but are in charge of management.

Alex J. :

I suppose you could set this up with a shareholder resolution as well - just to ratify it.

Alex J. :

Can I be of any further assistance? Kind regards AJ

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