Hi i will try and help
Would the director be paid? i.e a salary?
he is just going to appear as the official director, however, i would like to actually have the power to take him off as a director at any time and appoint whichever other persons including myself to become directors at some stage and i would like to be the one who owns 100% of the shares of the company, i.e. only i would get the profits of the company and not the director
he would be aware of this
are you there?
There is no reason why you cant have a company with a director named, with no shares, and you hold all of the shares. As the 100% shareholder you would effectively have the power in the company anyway as the Directors have to work for the benefit of the shareholders. You could work into a directors contract specific arrangements as to what they can and cant do, and perhaps integrate a clause the means they have to run all decisions by you
bear in mind that you will effectively be a "de facto" director as you are behind the scenes making the decisions, and potentially liable for any of the decisions made by the directors
of the company, and...
i do not mind being "de facto" the director of the company. i just do not want to appear on company's house behind this company in any way. it was my understanding that shareholders of a company would also be visible on company's house. Is it possible to have a separate legal document that would state that i am the sole shareholder (therefore de facto the director) but without having to officially disclose this to companies house etc?
as a shareholder you will be in the statutory books of the company, so if someone wanted to check they would find you as the shareholder in a compan
is there a way around this?
couldnt the director be the official director and 100% shareholder of the company but sign a separate document like a deed of surrender stating that he is giving all the shares over to me?
without being seen in company search?
You could have a "nominee" share agreement. So someone else would be the shareholder, but hold them on trust for you as the beneficial owner
It would bascially be a deed of trust
and this agreement would not appear anywhere?
So i could appoint someone as a director of the company i would like to form and make him 100% shareholder and get him to sign a deed of trust that he is holding this company on trust for me and that i am the beneficial owner of the 100% shares of this company, right?
would i under that deed of trust be able to have the power to terminate the director as director of the company?
Not that is is holding the company on trust for you, just the shares (a small distinction but just so you have it right)
ok thank you for clarifying.
but then i wouldnt be able to terminate him as director would i?
Effectively you could as you just take the shares back, and wind the company up. However this may be a bit messy and not be what you want to do, let me have a think for a second .....
please bear in mind that i would not only want to be anonymous on company searches but also be the only one who receives the profits of the company
OK. To answer your second question first, as 1005 shareholder you will take all dividends and be the only one entitled. the Director only get paid if he has a remuneration arranagement (i.e. a salary).
As to the removal, You can simply have a"shareholders meeting" (of 1!) and pass a special resolution terminating the directorship. Simple as that.
wow sounds great
sorry to sound stupid but i need to know this in detail. as BENEFICIAL shareholder am i basically the shareholder? because legally the director is the shareholder as i understood it and he is just holding it on trust for me so i am just the beneficial shareholder. does that make a difference?
That is correct. It is like me saying to you, please take care of my computer for me while I am away. The computer is mine, but you are holding responsibility for it
so to summarise (please confirm if i got this right):
i can form a company and appoint A to be the director of that company who owns 100% of the shares of the company. he then signs a deed of trust in which he declares to hold all 100% of the shares for me. I de facto become the owner of the 100% shares of the company and therefore only i get the profits of that company (and liabilities etc.) and A (the director) gets nothing.
if i want to terminate his directorship
i just have a shareholders meeting (which would be only me) and pass a special resolution terminating the directorship
at this point
i can then appoint myself as the director or anyone else as i become at this point the sole legal shareholder of the company
correct on all points
at this point do i need to inform companies house that the director was terminated?
would i suddenly appear as the shareholder of the company on companies search?
yes you need for fill out a termination of directors form - Sorry I don't know the actual form but you can find it on companies house
no, Remember just because the directorship has terminated the nominee sharehold agreement still subsists until you realise the shares yourself. ex-director would still be the shareholder
and how would i transfer the legal shares from the ex director to the new director?
A deed of variation in the nominee sharehold agreement altering the "trustes" to the new director
can the ex director refuse to accept this deed of variation?
No. You are the beneficiary, it is up to you. The alternative is you cancel the nominee agreement (which if you get it drawn correctly it will have a termination clause) and re-draw a new one (in fact actually this is probably the simplest way when I think about it)
ok. so again to cap it from the stage of me terminating the directorship
i then still need to fill in a termination of directors form and send it to companies house
and i need to cancel the nominee agreement (which should have such a clause allowing me to terminate the directorship at any point)
(the nominee shareholding, not directorhsip)
and then i can either appoint myself or B to be the next director and if i still want to remain anonymous i draw up a new nominee agreement with the same termination clause and become beneficial owner of the 100% shares again
yes of course, sorry my mistake!
correct on all points again
in terms of chronological order and timing what would have to be done first? first cancel directorship in a shareholders meeting and pass a special resolution and then terminate the nominee shareholder agreement?
Well it can all be done at the same time, but yes if there need to be a period of time between then this is probably the correct order
ok and i assume when i send the termination of directors form to companies house i would have to fill in that form who the next director would be right?
but when i send this termination of directors form to companies house wouldnt they suddenly realise that i am the shareholder of the company and register it on to the company?
It is perfectly in order to have a nominee agreement, and for someone to hold the shares on your behalf. When you sign the form to remove the director you are signing as an authorised person. Companies house wont pick any issue with this. Having said this you do raise a good point as the form will be registered and your signature will be seen. Therefore it may be better to re-nominate the Trustee shareholder first, then get them to sign the Termination of directors form after you have had the "special resolution meeting" (please bear with me whilst I am typing, I am a lawyer not a fast typist i am afraid!) :) )
no problem the computer for some reason said you were offline so was worried
so to recap
i cancel the directorship of A by passing a special resolution in a shareholdrrs meeting and then terminate the nominee shareholder agreement and then create a new nominee sharehold agreement with B and the get B to fill in the termination of directorship form to companies house?
and also when you send the termination of director in you send the notification of charge of shareholder in as well
sorry change, not charge
that notification would tell them that B would become the new legal shareholder of the company i assume?
(who in turn would hold it on trust for me but without appearing on companies house)
i assume the same procedure would apply if i had a partner and wanted A to hold the companys shares on trust for both of us?
50% each beneficial owner?
the only thing is that by the shareholders meeting we both would have to sign that we terminate A's directorship and we both would have to appoint B as new director and legal shareholder holding the companies shares on trust for both of us
yes that is right (although, in fairness, we are straying into a slightly different question now)
ok last question. would i as beneficial owner of the shares of the company be allowed to access the bank account and sign documents of the company?
That is an internal company matter and so wont appear on any public records. So yes you can, you just need to become a signatory at the bank (I not sure if the Director would still have to be a signatory as well, that is a matter you will have to check with the specific bank - it could be you you have a mandate that requires both your signature, but again you will need to check this)
Wow thank you very very much Matt for your time and detailed responses! I will leave an Excellent service rating for you as this really was an outstanding service and excellent detailed advice!
just before i forget do you have any good websites where i can download the relevant legal documents, deed of trust etc?
Sorry had a computer meltdown there
had to reboot
hsdad is the website?
I would recommend that the deed is professionally drawn. Plus I have never really used online form sites so cant really recommend any. If you check Companies house first, then just google legal docs online and you shouldn'd go far wrong
and no hsdad is not a website I was just checking the comp was working :)
Do you draw nominee sharehold agreements?
I can but I cant really recommend my self on this website
its against my agreement
how much do these agreements "usually" costs to draft?
shouldn't be more than about £150 drawn professionally
but depends who you use of course
and the other documents can be found online right?
so an the nominee agreement, its just my recommendation
if someone were to contact you directly how would they get your details?
# ***** can
if you see
there are many mathew jones solicitors
yes, I know
i cant expressly state my firm
please cekc my profile
anyway If I have helped could you leave me positive feedback so I can be paid for my time. the question wont close and you can return to ask further question later down the line
thank you very much for your time!
you are very welcome, all the best