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Why Would I Need a Nominee Service?

Forming a company has a number of business advantages. However if you form a company in the usual way you may be faced with a dilemma; when you become a shareholder or director your names, addresses, occupation and date of appointment appears on the Company House Register.

This is fine for many people, but there are perfectly legitimate reasons for not wanting your details to become cheaply available to commercial rivals, direct marketing houses or credit search agencies. For example you may wish to set up a company before you start trading without alerting other companies in the sector, or your employers.

Our nominee services offer carefully structured arrangements that keep your personal information off the public record while ensuring full legality. This service includes providing a Nominee Director, Nominee Shareholders and (as an extra service) Company Secretary. Of course, due to money laundering regulations we will insist on running appropriate checks before setting up any nominee arrangement.

How It Works

The way in which a nominee arrangement works is simple:

• Firstly you appoint one of our nominees to serve as a director or shareholder in your place.
• After that we set up the company.
• Then our nominee grants you “Power of Attorney”.
• Finally you run your business.

Every company needs at least one director. The directors' names and addresses must be placed on the public record. A nominee director serves as a proxy for the owner of the company, acting on their behalf. A separate document is then provided granting Power of Attorney to the beneficiaries.

Services We Offer

Nominee Director – The nominee director can be used to control the company. As the nominee is in effect an employee of yours they will follow your directions for how the company is run.

Nominee Shareholders – A nominee shareholding works on the equitable trust principle. Effectively you will be both the settler and the beneficiary and so effectively control the shareholding and be entitled to the benefits from the shareholding. We will be the trustee, who while legally owning the shares (and so appearing on the registers, rather than you) will be legally obliged to act in your interests and under your instructions – acting as your proxy. In this way you can get the benefits of owning the shares without the legal obligations of public registration. A contract will confirm that the shares are held in trust on behalf of you, the Beneficiaries.

Company Secretary – This will be an extra service, but one that could save you hours of time dealing with paperwork from Companies House. If you are interested there will be more details below.

Requirements

If we are acting as either nominee directors or shareholders, we will need the following in order to comply with money laundering regulations:

• Names and addresses of the owners and all beneficiaries of the company together with proof of identity
• Your full contact information (telephone, fax and/or email)
• An annual fee
• The nature of the business
• Your undertaking to keep us informed of any changes

The Small Print

You really need to read this first. Because nominee services can be abused we need to make certain things clear first:

Confidentiality - As the Principal we will respect the confidentiality of the Company and its beneficiaries. However we reserve the right to co-operate with the UK authorities when they are authorised to make these enquiries.

Correspondence - Usually we will send documents via Royal Mail. For an extra charge we can send the documents through express or courier services. If you want us to handle trade correspondence for you, this can be done through our virtual office service.

Responsibilities - As the Principal we will countersign any approved documents under the Beneficiaries' (your) instructions but we will not and can not become involved in the affairs of the Company or take responsibility for contracts or any trade matters.

Withholding Signatures - We retain the right to refuse to sign documents that, in our opinion, may be misleading or unlawful and we are legally obliged to report evidence that may point to unlawful activity by the Company.

Multiple Beneficiaries - A Nominee can only represent a single Beneficiary. When a company has multiple Beneficiaries that require Nominees; each Beneficiary will require a separate Nominee to represent them. Separate contracts will be provided.

Contact Information - As the Principal we rely on you, the Beneficiary, to provide correct and up to date information including personal details, business developments and accounts. If mail or other correspondence is returned undelivered we reserve the right to resign any nominee positions.

Annual Returns - Although our Company Secretary Service covers the completion and filing of the Annual Returns, this will not be covered in the basic nominee service.

Renewal - Each year we will issue a renewal invoice several weeks before the renewal date. If we do not received payment we are afraid that we will have to resign all Principal positions and the service will cease.

Changes and new appointments - You are free to appoint further officers or shareholders but you will need to notify us immediately. An appointment without due notification will be treated as a breach of contract and we will be obliged to resign.

Company Secretary Service

Running a business is a full-time occupation and you do not need to add to that time. If you appoint Ordered Management as your Company Secretary we can take care of the paperwork from Companies House while you do concentrate on what you do best.

The company secretary is the officer required by law for the following tasks:

• Officer appointments
• Share issues and allocations
• Annual Company Return completion and Filing
• Signing of those forms that need the Company Secretary’s signature

For an extra fee, we can act as your company secretary, which will mean that we can handle all the Companies House paperwork and bureaucracy for you. If you need help with the registration requirements and the various legal filing chores that companies go through we can do this through our subsidiary Ordered Management.

No hassle with Forms

As the company secretary we can take responsibility for the forms from Companies House. If one arrives at your desk you can send it on to us; though you may not even need to do that. Our system reminds us of all key dates and tasks that our clients need done... chances are we already did the job before Companies House sent that letter.

Totally Reliable

Our clients tell us we are reliable, but actually we can't help it! Our custom-built software makes sure we keep everything in order, we don't forget things, and we can find documents and correspondence at the click of a button.

Other Services

As well as a nominee service and company secretary services we can also provide the following services:

• Virtual Office
• Corporation Tax planning
• VAT Returns and administration
• UK Payroll
• Accounts
• Audit

We look forward to a long and fruitful relationship.