Directors

A company has legal rights and duties as if it were a person. However a company is not a living person. It can only operate through real people, and those are its Directors and any “officers of the company” for example the Company Secretary. Directors are not required to be UK citizens.

Directors and owners

Shareholders are the owners of the company. Shareholders can also be from any nationality. There is no requirement for directors to be shareholders, however they often are.

Note that the owners of a company do not operate companies. Instead they arrange for others to do so – the directors. Directors are required to operate in the best interests of the company. This objective does not exclusively refer solely to the interests of the owners.

Ownership & Direction from non-UK owners

The director, secretary and shareholders do not have to be based in the UK and can be of any nationality.

However shareholders and directors originating from outside of the UK can give rise to issues about where a company is being directed and managed from. This in turn can raise the issue of dual tax residency. In what are complex matters, how far a foreign owner exercises conclusions on contracts, prices and key decisions on the direction of the business, becomes important. 

What people do I need in the company?

The company must have at least one director appointed. All directors must be at least 16 years old.

A company secretary is an optional position for private limited companies. One can be appointed to focus attention to the administration of the company.
The director, secretary and shareholders do not have to be based in the UK and can be of any nationality.

A UK company must have a registered office address in the UK. Directors also need to have a contact address in the UK.

Corporate bodies (for example other companies) can act as director, secretary and shareholder. However a company cannot have a sole director that is a corporate entity, there must be a natural director (a real person) appointed at all time

How do the bodies of real people work with a “body corporate” ?

How the living people (directors) combine with a body corporate (the company) is established by the internal “rules” of the company (known as the Memorandum and Articles of Association) and the various local laws of the UK that give the external requirements for the company.

The most important “external rule” is the requirement to file details of the company in a public record, and provide accounts and tax returns to record the financial position of the company. The directors are legally responsible for these.

Getting help

Internationally based owners of UK companies may not be able to provide all the human services or be placed to discharge all regulatory requirements. Valetime Group can provide these services and much more, through our nominee support.

Nominees and Directors

A nominee director is someone who is renting his or her name to others.  Thus the term offront man” has been used to describe someone who is acting as the nominee. Our experience of international clients suggests that they often need something more than a front man as a nominee director.

To give appropriate support to such international clients we can offer nominated directors covering three distinct types:

  • compliance director – being a reference to the basic “front man” role as for UK company formation nominees are appointed directors primarily to discharge requirements for registration and compliance in the UK.
  • professional director – noting that there are some UK, EU and international regulatory requirements, particularly relating to financial services, investments and money transfers that can be more easily provided by professionally experienced UK directors – for example as lawyers, accountants, and consultants regulated by UK professional bodies. In some cases  international clients sometimes have a need to ensure that their company can benefit from UK double tax treaties with other countries. Use of a professional UK director can provide that assurance.
  • mentor director –introduces the idea of our clients having UK support to their interests from our UK face and from our advice when they need it. The overall objective is simply to leave a client to run their business. We can offer international experience in a range of business activities. We understand different business cultures and how they relate to the UK.  It also demands an active role and a mentor director is best placed to provide a convincing UK face to a client’s interests.

 


Briefing on UK Companies


Contact Valetime Group

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