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Company Formation Home Page >> Company Directors & Secretary Guide >> Nominee Director ServiceNOMINEE DIRECTOR SERVICE. WHO NEEDS A NOMINEE DIRECTOR SERVICE Using nominee directors when forming a private limited company or LLP. What is a nominee? What should you know about using nominees for limited company? Coddan provides nominee corporate director service with nominee secretary and shareholder. Nominee Director Service - A nominee director serves as a proxy for the owner(s) of a company and acts on their behalf. A separate document is provided granting Power of Attorney to the beneficiaries. In certain circumstances we can provide one of our 'in house' Companies to act as a Nominee Director. However, the Director is ultimately responsible for the legal obligations and running of the company. A landmark judgment in the High Court in Manchester obtained by the Department of Trade and Industry (DTI) effectively removed the concept of a 'Nominee Director'. A person or a body corporate appointed to act as a Nominee Director owes a fiduciary duty to the company even though their appointment is as a nominee only. A Directors' duties and responsibilities are clearly defined in the Companies Act 1985 and failure to comply with these duties and responsibilities can lead to the disqualification of a Director. Due to the onerous position of acting as a Director we must be selective when offering this service and we review each case separately. A Deed of Indemnity must be completed providing full details of the shadow director and compliance with our terms and conditions must be strictly adhered to.
At the same time the appointed nominees are not actually entitled to manage the company. We can provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.
Each Limited Company formed in the United Kingdom must have a Company Secretary, and a minimum of one Director and shareholder. The Company Secretary and the Company Director can't be the same person. There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment. You should seek legal advice if you intend to have a very young person as a director of your company. Who needs a Nominee Director Service: Company Directors are the persons who really run the company and make decisions. Sometimes directors do make mistakes, as a result, the companies are fined, and directors are disqualified and even imprisoned. The details of directors are added to public record at Companies House, which means that these details are available to any person paying a small fee. There are further rules those bar some individuals not to act Director of a company in the United Kingdom.
In very special circumstances our company will act as a director of your company. And we shall ensure:-
 High degree of privacy and confidentiality.
The names of the company's beneficial owners are not disclosed to any third party.
Beneficial owner will be provided with 'Power of Attorney' empowering him/her to run the business, manage the company's activities and open and operate the company's bank accounts.
Nominee Director will not be responsible or will make any decisions whatsoever in the management of your company.
Nominee Director will only sign company accounts and annual returns prepared by the accountants of the company.
Beneficial owner will be fully responsible (legal, Financial and others) for the running of the company.
Nominee Director will NOT be a signatory to the company bank account/s nor will run the company bank account/s on behalf of the company. (Under a separate agreement we may provide this service to act as secondary signatory only, not the primary signatory.
Live Help ยป 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. 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. If you have any questions please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7748 3039, Fax: +44 20 7681 3318.
You do not have to be resident in the United Kingdom to become a director although some people not of British nationality are restricted as to what work they may do if they wish to physically come to this country. A company secretary can be either an individual or company and may or may not be resident in the UK or Northern Ireland. All companies must have at least one subscriber/shareholder, corporate or individual, at the time of incorporation although as with the other positions mentioned above initially these will be taken by your company registration agent who upon registration will resign and appoint the permanent officers.
Company Secretary and Directors have a certain responsibilities towards the company. Since the Company Secretary has responsibilities to keep records and submit necessary documents/returns to Government Departments i.e. Inland Revenue and Companies House; it is normal for small companies to delegate this responsibility to other professional companies. Coddan provides this professional service to a wide variety of companies. The essence of a nominee service is that it is the names of the nominee directors and/or shareholders that are indicated in the corporate documentation, according to their designation. Thus the names of the company's beneficial owners are not disclosed to the Companies Registry, so that clients are ensured the utmost confidentiality.
You will still control the company as an authorised representative but it will not be possible to search Companies House records to identify you. If you combine the nominee director service with our nominee shareholder and nominee secretary then no reference will be made to you at Companies House. You will however still retain full control and ownership of the company through our specialist agreements. Since the address of the nominee director will be one of ours, we will from time to time receive correspondence which will require the attention of the person requesting the nominee director service. As part of the service we will forward these documents.
NOMINEE DIRECTOR SERVICE. WHO IS A NOMINEE DIRECTOR? A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee. Legally, according to the incorporation documents, the nominee is responsible for the company or entity. In addition, if it is the case of a nominee that is also listed as the shareholders, then they in effect also have the related ownership responsibilities as well.
Each company formed in United Kingdom must have a minimum of one director, and a company secretary. It can't be the same person, though secretary can be the second director of the company. The details of directors are added to public record The Companies House, it means that these details are available to any person paying a small fee. We can offer you our professional nominee directors and company secretaries so that you can keep your anonymity and not have to disclose who operates your company and your personal address. Our nominee director service is used to ensure the highest degree of privacy and confidentiality. Under the law information on directors and/or shareholders must be registered in the public files of the Companies Registry. Therefore only by using nominee directors and/or shareholders can the client's anonymity and confidentiality be ensured.
How it works: the nominee 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. NB: 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. We specifically will not provide this service to corporations with a payroll or who may have excise tax obligations. Upon provision of a nominee director, we would require you, as beneficial owner(s) of the company, to sign a Letter of Indemnity indemnifying our director against all liabilities incurred by him by virtue of being so registered.
IMPORTANT NOTE: Coddan can provide a nominee company director and secretary for your private limited company or for your limited liability partnership. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. Our annual fee includes the cost of processing the company's Annual Return each year. Our one off fee is all-inclusive for the 12-month period with no hidden charges.
If you wish to keep your name off the Public Records, so that it is easy to discern that you are involved with a company, then this is the service for you. The nominee will sign all corporate documents, except those that are not lawful or that bring personal liability to the nominee. There is a yearly charge for the nominee service. By appointing our corporate nominee director you can remain anonymous from your company, as no personal details will be recorded at Companies House. This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes. If you are seeking anonymity for illegal reasons, please go somewhere else to incorporate. You will still control the company as an authorised representative (by General Power of Attorney) but it will not be possible to search Companies House records to identify you. This General Power of Attorney gives the Attorney authority to take decisions and actions on behalf of the company. This include buying or selling property or shares, signing cheques etc. This General Power of Attorney allows the Attorney to open, operate and close any bank or building society account in the company's name, and a Power of Attorney that allows the Attorney to sign cheques on behalf of the company.
| Nominee Secretary. Description of Service | Annual Cost | Nominee Secretary for 12 months to include - - Arranging appointment of our nominee. Coddan will act as your company secretary or as a joint company secretary to ensure you are compliant with the Companies Act
- Assessment of company's filing status at time of appointment to ensure everything is in order at Companies House
- Filing the Company's Annual Return for no additional charge
- Business advice throughout the year when possible
- No hidden charges!
| £75.00
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| Nominee Director. Description of Service | Annual Cost | Nominee Director for 12 months to include - - Agreement for the provision of nominee Service and Indemnification of Nominees
- Pre-signed undated Resignation Letter
- General Power of Attorney
- Beneficial Owner Declaration (this document will need to be signed and returned to us)
- Indemnity Letter for General Power of Attorney (this document will need to be signed and returned to us)
- Indemnity Letter to the Nominees (this document will need to be signed and returned to us)
- Who is a Nominee Director?
- A nominee director is someone who in fact is renting his or her name to you. Our nominee director service is used to ensure the highest degree of privacy and confidentiality
| £125.00
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| Nominee Shareholder. Description of Service | Annual Cost | Nominee Shareholder for 12 months to include - - Arranging appointment of our nominee. Coddan will act as your company shareholder
- Upon taking on the duties of Nominee Shareholder, we would hold your shares on trust in the form of a Nominee Shareholders Agreement
- Agreement would serve the purpose of ensuring that your identity as Beneficial Owner(s) is only known to us and not put on public record at the Company's Registry
- An original Share Transfer Form signed by us, but undated, will be issued to you, so that you can have the security of being able to transfer the shares at any time
| £100.00
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Directors and Secretaries Guide
Nominee Director Service
£ 125.00
Nominee Director Service for Public Records for one year:
It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body.
