Sometimes, for tax or other reasons a person does not wish to be seen as associated with a company, or be seen as a beneficiary of a company, Nominee Director Service is the answer.
A nominee director is someone who in fact is renting his or her name to you.
Nominee Director signs the Memorandum and Articles of Association to form your entity.
The nominee will sign a General Power of Attorney document, which gives you full power to manage your company.
The nominee will give you his signed and undated letter of resignation document, which gives you the peace of mind that he can't act against you.
The above information is general and is intended as a summary only.
Clients should seek further clarification if required before deciding if they wish to engage nominee directors.
We expressly reserve the right to provide this service to anyone for any reason.
With this package we will provide a private individual, who is a citizen of the EU, as the nominee director for your company.
We will also provide a dully signed general power of attorney empowering you to run the business, and manage the company's activities, and you will take full legal and financial responsibility for the running of the company.
This package also includes a pre-signed, undated letter of resignation from the nominee director. *If signatures or verification of documents is required, additional charges will apply.
With this package we will provide a private individual, who is a citizen of the EU, as the nominee director for your company.
We will also provide a dully signed, notarised and apostilled power of attorney empowering you to run the business, and manage the company's activities, and you will take full legal and financial responsibility for the running of the company.
This package also includes a pre-signed, undated letter of resignation from the nominee director. *If signatures or verification of documents is required, additional charges will apply.
With this package we will provide a private individual, who is a citizen of the UK, as the nominee director for your company.
We will also provide a notarised and apostilled power of attorney empowering you to run the business, and manage the company's activities, and you will take full legal and financial responsibility for the running of the company.
This package also includes a pre-signed, undated letter of resignation from the nominee director. *If signatures or verification of documents is required, additional charges will apply.
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Limited Companies Authority
. Most small businesses start life as a sole trader and many continue with that status indefinitely. The next most usual structure is that of a limited company. A limited company is an individual legal entity in its own right, with its own assets, liabilities, profits and losses. Unlike a sole trader situation where everything belongs to the owner of the business, the assets, liabilities profits and losses of a limited company belong to the company and need to be fully and properly recorded, managed and accounted for.
What is a Limited Company? Limited company is a separate entity created by incorporation at Companies House. Its profits, losses, assets and liabilities are its own. The company is owned by its members (the shareholders) and run by the director (or directors) whose assets are protected from loss if the business should fail. This is sometimes referred to as limited liability. Because a company has a life of its own the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of outside investors are simplified. Reasons for wanting or needing a limited company may include ownership of property, obtaining outside finance, taxation, status and protection from risk.
"Limited" means limited liability. This gives the owners of the company (its shareholders) protection if the company fails. They will only be required to pay what they have already paid or agreed to pay towards settling the company's debts, which means their personal possessions and assets are not at risk. Limited companies instil added confidence in suppliers and many large organisations will only do business with limited companies. It may be easier to raise finance, either from a financial institution or via the sale of shares. The ownership of the company can easily be divided up through the sale of shares. There are possible tax advantages. Sole traders are self employed and will be charged personal tax and national insurance contributions on the profit made by the business. A limited company pays corporation tax on its profits, which is currently charged at a lower rate than personal income tax.
Choose one of the following packages that will best serve you:
Broadly speaking, unless a party to a contract has authority to enter into that contract, the validity of the contract may be challenged or even rendered void. It is important that the authority of those who enter into contracts is appropriate for the subject matter. To ensure clarity of authority, companies should adopt an authorities chart.
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As a limited company owner you would pay yourself a salary which is subject to PAYE and you will have to complete a Self Assessment tax form each year to assess whether any other tax is due from company benefits etc. You must also deduct PAYE from all employees. Limited companies have a responsibility to deduct NI from all employees - including directors - and also pay Employers National Insurance - ENI. This in effect doubles your national insurance contributions and is one of the most overlooked areas when forming a limited company.
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The ultimate authority in the company belongs to the members in General Meeting. A properly approved resolution contains the highest authority to bind the company, for example, changing the rules under which a company operates which are contained in its Memorandum and Articles of Association both of which, since they are filed with the Registrar, are public documents. Such changes need the approval of a majority of the members in general meeting (either a simple majority or a 75 per cent majority depending on the subject matter) or, using the written resolution process, unanimously.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Besides English, we have several customer service representatives who speak Spanish, German, Franch, Polish and Russian. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
THE COMPANY DIRECTORS AUTHORITY
The authority of the board is derived from the members via the Articles. The members appoint and can also remove directors. Board authority itself operates on the basis of collective responsibility. Decisions are taken "by the board" in meetings and can be evidenced by minutes of those meetings. In dealing with third parties, it may be convenient to pass a resolution at a board meeting and, as evidence of such authority, to provide to the third party a copy of the minutes. Usually the extract from the minutes will be required to be signed by the Chairman (or an alternative) to evidence its authenticity.
COMPANY SEAL
Although many contracts require only a signature, possibly witnessed, some require the authority of the attachment of the seal to the document. Generally, any contract which must be evidenced by a Deed will require the attachment of the company seal (or, because Companies Act 1989 allows companies to dispense with the use of their seal, by being signed "as a Deed" by two directors or a director and the secretary, or, in Scotland, by a director and a counter-signatory). The seal is the signature of the company, and the manner of its use is set out in the Articles of Association. It is usual for the seal to be witnessed by two directors or a director and the secretary, and for details of each document to which the seal is affixed to be entered in a Register of Seals, which is subsequently brought to a board meeting. This procedure enables the seal to be used between board meetings, but subsequently grants the authority of the whole board to its use. To evidence this the Chairman should initial below the most recent item in the Register. If all items are numbered sequentially (and it may be helpful to insert the number from the sealing register on the document sealed) authority can be evidenced by a minute such as this draft.
NOTARIES CERTIFICATION
Parties to contracts who are based overseas sometimes require certification by a Notary Public that the person signing the contract has authority to do so. In such cases it may be necessary to provide an "audit trail" to prove to the satisfaction of the notary that the person signing a document is who they say they are, holds the position stated and is authorised to sign. To assist in this respect the retaining of a local notary and the introduction of the notary to the directors and secretary may assist as the Notary can then at least in part rely on his/her own knowledge.
THE COMPANY SECRETARY AUTHORITY
Like the directors, the company secretary is an officer of the company and is often referred to as its chief administrator and/or "the keeper of the company conscience". Every company must have a company secretary, who can also be a director (but not the sole director) of the company. By virtue of this position, the secretary has authority to bind the company in terms of such administrative duties (ostensible authority), but may not be able to enter into commercial contracts except with the authority of the board. If, however, it has been customary for the secretary to sign particular contracts for some time, authority to continue to sign such contracts may actually be derived from what has gone before and been accepted previously. If the secretary signs (for example) a contract of employment, the terms of which have been approved previously by the board, such authority to sign is actual.
Since this may be somewhat imprecise, it may be preferable to enter brief details of each contract in a contract register, entries in which, like the Register of Seals, are periodically approved, once again giving the authority of the board to individual "signings". It may also assist the control of the delegation of authority to publish an authority list such as the draft shown below.
OTHER SIGNATORIES AUTHORITY
The value of the authorities list, which itself should be regularly reviewed and approved by the Board is that it not only sets out limits of authority for those lower down the chain of command (and reduces the likelihood of fraud, or at least exploitation of loopholes) but also grants express authority of the board to each signing. It also helps demonstrate that there is effective control regarding the delegation of authority.
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