Corporate Nominee Shareholder Service for Public Records for one year: A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors. The name of every shareholder of every UK company is recorded in both the company's statutory registers and at Companies House. This information is therefore publicly available. Coddan will act as Nominee Company Shareholder for limited companies on an annual basis. Companies may also wish to keep secret their ownership of development companies, for valid commercial reasons. The nominee shareholder will execute a declaration of trust in favour of the true owner of the shares in which it agrees to exercise all voting rights and otherwise deal with the shares only in accordance with the instructions of the beneficial owner. The name of the nominee shareholder then appears on all public records relating to the shareholding. If signatures or verification documents are required extra charges will apply.
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£ 310.00
Renewal fees from £310.00
Private Nominee Shareholder Service for Public Records for one year: A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors. The name of every shareholder of every UK company is recorded in both the company's statutory registers and at Companies House. This information is therefore publicly available. Coddan will act as Nominee Company Shareholder for limited companies on an annual basis. We will act as a Nominee Shareholder and will provide a Declaration of Trust in favour of the beneficial owner, will ALSO INCLUDE Notarised and Apostilled copy of Nominee Shareholder' passport. Anonymity is assured, as the beneficial owner is not disclosed at Companies House or in the register of members. The nominee shareholding relationship would usually be confirmed by appropriate declarations or pre-configured share transfer documents from the nominee towards the actual clients. The name of the nominee shareholder then appears on all public records relating to the shareholding.
Legal Requirements
Members or Shareholders of a Compny Limited by Shares: The member(s)/shareholder(s) are the person(s) or entities which will, collectively, own the company. In the case of a private company limited by shares, the 'members' and 'shareholders' are one and the same person(s) or entities. The initial member(s)/shareholder(s) of a company are known as the 'subscribers'. The persons who sign the memorandum of association (i.e. the 'subscribers') are deemed to have agreed to become members of the company, and on its registration are required to be entered as members in its register of members. The type of company you are forming, need only have one member. A director or company secretary of a particular company, may also be a member/shareholder of that company. The sole director of a private company may also be the sole member/shareholder of that company. Under the Companies Act 1985, there is no restriction on any or all of the members/shareholders being from an overseas country.
COMPANY FORMATION IN ENGLAND: AUTHORISED, ISSUED AND CALLED UP SHARE CAPITAL, TYPES OF SHARES IN BRIEF:
The nominal value of the share normally fixes the amount which the shareholder is required to contribute to the assets of the company. One of the results of the doctrine of separate personality is that members of a corporation are not personally liable for corporate debts unless they agree to such liability. In the case of companies registered under the Companies Acts, they are only granted the privilege of incorporation on the basis of their members accepting a limited degree of liability for corporate debts. Section 1(2) of the Companies Act 1985 provides that "members' liability is limited to the amount (if any) remaining unpaid on their shares."
Shareholders must pay at least the full nominal value of any shares issued to them (i.e., shares must not be issued at a discount s.100). Where, however, the company issues shares at a premium, i.e., at more than the nominal value of the shares, as is quite common, then the holders of those shares will be liable to pay the amount owed, over and above the nominal value. The excess will still form part of the company's capital but will be included in a distinct share premium account (s.130) and may only be used for limited purposes.
The memorandum of association of a limited company states the amount of authorised or nominal share capital. It also says how the share capital is divided into individual shares of a set amount, such as £1.00 a share. There are no upper or lower limits on authorised share capital for private limited companies, but a public limited company (plc) must have an authorised share capital of at least £50,000. A company can increase its authorised share capital by passing an ordinary resolution at a general meeting. Equally, a company can decrease its authorised share capital by passing an ordinary resolution to cancel some shares - this is called 'diminution of capital'.
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Nominal or authorised capital: this is the figure required to be stated in the company's memorandum of association. It sets the maximum number of shares that the company can issue together with the value of each share (s.2 (5)). Shares in United Kingdom companies are required to have some nominal value: no par value shares, as are found in other jurisdictions, such as the USA, are therefore not permitted in the UK, although the shares need not be valued in Sterling.
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UNITED KINGDOM LIMITED COMPANIES SHARES AND CAPITAL
A Company is Owned by its Shareholders: Companies without a share capital will have some other method of determining ownership. The overwhelming majority of companies have a share capital consisting of one or more classes of shares. Company law and company lawyers have been extremely hesitant in offering any precise legal definition of the share, being content to deal with shares in a pragmatic rather than a theoretical manner.
The most generally accepted definition of the share states that it represents: "the interest of the shareholder in the company measured by a sum of money, for the purposes of liability in the first place and of interest in the second, but also consisting of a series of mutual covenants entered into by all the shareholders" (Borland's Trustees v Steel (1901)). The three elements of this definition will be examined in turn, followed by a consideration of the most common types of shares.
LIMITED LIABILITY
The nominal value of the share normally fixes the amount which the shareholder is required to contribute to the assets of the company. One of the results of the doctrine of separate personality is that members of a corporation are not personally liable for corporate debts unless they agree to such liability. In the case of companies registered under the Companies Acts, they are only granted the privilege of incorporation on the basis of their members accepting a limited degree of liability for corporate debts. Section 1(2) of the Companies Act 1985 provides that "members' liability is limited to the amount (if any) remaining unpaid on their shares."
Shareholders must pay at least the full nominal value of any shares issued to them (i.e., shares must not be issued at a discount s.100). Where, however, the company issues shares at a premium, i.e., at more than the nominal value of the shares, as is quite common, then the holders of those shares will be liable to pay the amount owed, over and above the nominal value. The excess will still form part of the company's capital but will be included in a distinct share premium account (s.130) and may only be used for limited purposes.
WHAT IS LIMITED COMPANY SHARE CAPITAL?
When a company is formed, the person or people forming it decide whether shares will limit its members' liability. The Memorandum of Association (one of the documents by which the company is formed) will state: the amount of share capital the company will have; and the division of the share capital into shares of a fixed amount.
In a company limited by shares, the company's Memorandum of Association has a capital clause which states the amount of the share capital by which the company proposes to be registered and its division into shares of a fixed amount. The amount of share capital with which a company is initially registered (or the amount to which it may subsequently be increased) is the AUTHORISED or NOMINAL capital of the company. It sets the maximum number of shares that the company can issue together with the value of each share (s. 2 (5)).
Shares in limited companies are required to have some nominal value: no par value shares, as are found in other jurisdictions, such as the USA, are therefore not permitted in the UK, although the shares need not be valued in Sterling. There is no requirement that companies issue shares to the full extent of their authorised capital. It is important, therefore, not to assume that the authorised capital represents a meaningful statement of the company's true capital.
For example, a company with a capital clause stating it has £1,000.00 share capital of £1.00 each has an authorised (or nominal) share capital of £1,000.00 divided into 1,000 £1.00 shares. The authorised share capital refers to the maximum number of shares available for issue and the nominal value of each share. Once a company has begun trading the actual value of the shares will vary depending on the success of the trading activities, but the nominal value of the shares does not change. Authorised share capital can only be increased with the approval of the existing shareholders by ordinary resolution.
There is NO maximum to any company's authorised share capital and NO minimum share capital for UK private limited companies. However, a public limited company must have an authorised share capital of at least £50,000.
ISSUED OR ALLOTTED CAPITAL
Issued capital is that part of the company's total authorised or nominal capital which has been issued and taken up by the members of the company, having been issued either for cash or for a consideration other than cash, and is expressed by reference to the aggregate nominal value of the shares issued. The amount of issued capital cannot exceed the amount of the authorised capital.
Accordingly, a company with an authorised capital of 1,000 £1.00 shares which issues 250 of the shares has an issued share capital of £250.00. A private company NEED NOT issue all its capital at once, but a public limited company MUST have at least £50,000 of allotted share capital. Of this, 25% of the nominal value of each share and any premium must be paid up before it can start business or borrow.
PAID-UP CAPITAL
This is the proportion of the nominal value of the issued capital actually paid by the shareholder. It may be the full nominal value, in which case the share is said to be fully paid up and it fulfils the shareholder's responsibility to outsiders. Alternatively the share may be only partly paid up, in which case the company has an outstanding claim against the shareholder. Shares in public companies must be paid up to the extent of at least a quarter of their nominal value (s.101 of the Companies Act 1985).
Where a company has issued shares as not fully paid up it can at a later time make a call on those shares. This means that the shareholders are required to provide more capital, up to the amount remaining unpaid on the nominal value of their shares. Called capital should equal paid-up capital: uncalled capital is the amount remaining unpaid on issued capital.
The following could be a theoretical capital structure for a public limited company: Authorised capital:- £100,000 Issued capital:- £50,000 Paid-up capital:- £12,500
Legal definitions usually state that the share is a form of property representing a proportionate interest in the business of the company, but tend to be much less certain as to the precise nature of such an interest. What is clear is that, as a consequence of separate personality, the share does not represent, in any other than a very contingent way, a claim against the assets owned by the company. What shareholders possess is not a right to own and control the capital assets operated by their company, but rather a right to receive a part of the profit generated by the use of those assets. As CB McPherson put it:
"The market value of a modern corporation consists not of its plant and stocks of material but its presumed ability to produce a revenue for itself and its shareholders by its organisation of skills and its manipulation of the markets. Its value as a property is its ability to produce a revenue. The property its shareholders have is the right to a revenue from that ability."
It also has to be recognised that even this right is contingent upon the company making a profit and the directors of the company recommending the declaration of a dividend. Section 182 of the Companies Act 1985 provides that shares are personal property and are transferable in the manner provided for in the company’s articles of association.
Changes to Capital: The Companies Act 1985 lays down procedures for the alteration of a company's share capital (Section 121). In practice, most company secretaries will be involved at some time in an increase in authorised share capital either by creating new shares of an existing class or by creating a new class of shares.
When creating a new class of shares, the resolutions required to increase the authorised capital must also include a resolution to amend the Articles of Association to set out the rights and privileges differentiating the classes. Other changes to the share structure permitted by the Act are consolidation of shares; subdivision of shares, conversion of shares into stock and vice versa, cancellation of unissued shares (Section 121) and reduction of capital (Section 135). No other alterations are permitted.
One alteration which is frequently requested by directors, but not permitted, is the conversion of non-redeemable shares into redeemable shares or vice versa. This problem can usually be overcome by undertaking a re-purchase of shares by the company and by the shareholder (s) making application for the issue of redeemable shares (or vice versa) and using the consideration monies to effect the purchase.
The power to make alterations to capital must be contained in the company's Articles of Association. If no provision has been made in the Articles, they can be amended by special resolution by the company in general meeting, to enable the alteration to capital to be made. The requisite authority to alter share capital is contained in Table A, Regulation 32 and is usually incorporated in a company's Articles of Association.
The resolutions to authorise alteration of the share capital and to alter the capital can be put at the same meeting. The second resolution would have to be conditional on the first being approved or could form a sub-clause of the same resolution. The company in general meeting passes an ordinary resolution to effect the desired change in capital together with a special resolution to change the articles if required. A reduction of capital can only be carried out by a special resolution of the company and must also be confirmed by the court (Section 135). There is also a procedure set out in the Act for a company's capital to be reorganised under a scheme of arrangement.
Procedure for increase of authorised capital. Subject to provisions in the company's Articles of Association the authorised capital may be increased by an ordinary resolution using the following procedure:
The directors, at a board meeting, resolve to recommend the proposed increase in capital, authorise the issue of a notice convening an extraordinary general meeting to pass the resolutions required and to approve a circular for issue to members explaining the reasons for the increase. Instead of convening a separate extraordinary general meeting it may be possible to include the resolutions as special business at the company's next annual general meeting.
In addition to the normal requirements for listed companies to submit copies of notices, proxy forms and circulars to a Regulatory Information Service and the United Kingdom Listing Authority no later than their issue to shareholders, when changes to the company's share capital are proposed a Regulatory Information Service must be notified without delay.
A print of the ordinary resolution suitable for filing with the Registrar of Companies MUST also be prepared for signature by the chairman of the company or the chairman of the meeting.
After the resolution has been passed, a certified copy must be filed with the Registrar of Companies within 15 days together with Form G123. It is also usual to send a copy of the Memorandum of Association to the Registrar with the capital clause appropriately amended. In the case of a listed company, two copies of the resolution and of the updated Memorandum, if one has been prepared, should be sent to the UK Listing Authority.
A print of the resolution must be attached to all copies of the Memorandum of Association held in stock and sent to directors and others concerned with the administration of the company (e.g. the auditors) who are in possession of copies of the company's Memorandum and Articles. At the same time as increasing the company's share capital, it is important to give the directors authority to allot the shares and to consider whether pre-emption rights should be waived.
The authority of the directors to allot shares is contained in the Articles of Association and derives from Section 80. Any existing authority whether contained in the Articles or given by resolution of the shareholders will only extend to unissued shares in existence when that authority was given or renewed. Accordingly, it is common practice for a resolution authorising the directors to issue the newly created shares to be proposed at the same meeting.
Companies whose Articles contain pre-emption provisions for existing shareholders will usually grant the directors authority in terms of Section 80 for a five-year period, the maximum period allowed under the legislation (this can be extended indefinitely by elective resolution of a private company (Section 80(A)). Listed companies usually seek an annual authority in terms of Section 80 to enable the issue of an additional one-third of the issued share capital.
Renewal or extension of this Section 80 authority requires an ordinary resolution. If the company's Articles do not contain pre-emption provisions, such authority should be limited to a relatively small amount or not given at all. By withholding authority the shareholders retain for themselves the decision on which persons may become additional members or increase their own holdings.
If the Articles do contain pre-emption rights and the share capital is being increased -with the intention of issuing shares immediately either to non-shareholders or not pro rata to existing shareholders, then the pre-emption rights may be waived by special resolution. Such waiver is normally given for a limited number of shares and for a short period of, say, one month. Listed companies normally seek an annual waiver of pre-emption rights over the issue of an additional 5% of the issued share capital.
CONSOLIDATION OF SHARES
The share capital of a company may be consolidated if the Articles permit. Consolidation means that the shares of the company will be divided into shares of a larger nominal value, e.g. five shares of 10p each would be consolidated into one share of 50p each.
Consolidation does not often arise but if a company has issued a large number of ordinary shares which are below the normal denominations of 25p, 50p or £1.00 it might be found convenient to consolidate the shares. However, many companies with shares having a nominal value of 5p or 10p exist. The procedure is similar to that set out above in the case of an increase of authorised capital but certain additional matters have to be attended to, e.g. the register of members will have to be re-written so as to show the holdings of each member in the new denomination.
Form G122 "Notice of consolidation, division, sub-division, redemption or cancellation of shares, or conversion, re-conversion of stock into shares" should be sent to the Registrar of Companies within one month of the resolution being passed. It is not necessary to file a copy of the resolution passed at the general meeting if it is an ordinary resolution.
Some holdings of members will not consolidate into an exact number of new shares and those members will "lose" that fraction of their holding. In a listed company, the directors will aggregate and sell all these fractional shares on the market and distribute the proceeds to the appropriate member(s) subject to a minimum amount of, say, £3.00. Any entitlements amounting to less than this would be retained by the company.
In the case of listed companies it is necessary to apply to the UK Listing Authority for the listing to be amended. Share certificates may be called in for amendment but it is more usual to send to members a notice that the consolidation has taken place and enclosing a new share certificate, all existing certificates being cancelled.
SUBDIVISION OF SHARES
Subject to provision in the Articles, an ordinary resolution of the company in general meeting may be passed subdividing the company's shares into shares of a smaller nominal amount to make them more easily marketable. This process is often referred to as splitting shares. For example, if the company has £1.00 shares quoted on the market at £10.00 each, these could be subdivided into four shares of 25p each which would then carry a market value of just 250p each. If the shares are partly paid, the proportion between the amount paid and unpaid would remain as before.
The procedure for subdividing shares is similar to that for the consolidation described above, except that fractions of shares cannot arise. Form G122 must be sent to the Registrar of Companies within one month of the resolution. Following a subdivision, the register of members will have to be rewritten to show the number of shares held in the new denomination by each member. It would not be usual to call in share certificates for amendment and companies will usually issue new share certificates with existing certificates being cancelled.
CONVERSION OF SHARES INTO STOCK
Conversion of shares into stock is rarely met with in practice since there are now no real advantages in having a company's capital in the form of stock rather than in the form of shares. It should be noted that stock-forming part of a company's capital does not include loan stock issued by the company. Prior to the Companies Act 1948, companies preferred to have stock rather than shares to avoid having to give each share a distinguishing number.
However the 1948 Act introduced provisions under which distinguishing numbers might be dispensed with where shares are fully paid. Consequently, capital in the form of stock is only normally found in the case of companies which have been established for many years and where it is thought that the conversion of stock into shares might cause confusion or complications for stockholders. Stock that is convertible into shares under certain conditions may be issued.
Shares may be converted into stock by passing an ordinary resolution and the procedure is similar to that in the case of the consolidation of shares described above, except that fractions of shares do not arise in this case. The ordinary resolution would specify the units of stock which are transferable. Stock certificates are not called in for alteration but the holdings shown in the register of members will need to be amended.
Stock cannot be issued directly, so that if at the time a company's capital is in the form of stock and it is desired to increase the capital of the company, it must first be issued in the form of shares and an ordinary resolution passed converting the shares into stock. Form G122 must be submitted to the Registrar of Companies.
Re-Conversion of Stock into Shares: This is the reverse of the above and similarly may be effected by an ordinary resolution of the company if the Articles so permit. Form G122 must be submitted to the Registrar of Companies.
Cancellation of Unissued Shares: The cancellation of unissued shares, if permitted by the Articles, should not be confused with a reduction in the share capital, which requires the approval of the court. The need for cancellation does not often arise but could occur following a scheme of arrangement after the re-purchase of its own shares by the company or where the company has a class of shares none of which has been issued and which bears onerous conditions which the Memorandum of Association does not allow to be altered.
The cancellation of unissued shares may be effected by an ordinary resolution and the procedure is similar to that in the case of the consolidation of shares. Of course, in this case, amendment of the share certificates or of the company's listing does not arise. Form G122 must be submitted to the Registrar of Companies.
Reduction of Share Capital: Subject to authority contained in the company's Articles and confirmation by the court, a company may by special resolution reduce its capital. Confirmation by the court is required to protect the interests of the company's creditors and members (Section 135).
Three examples of undertaking a reduction are given in section 135 (2): Extinguish or reduce the liability on any of its shares in respect of share capital not paid up. Either with or without extinguishing or reducing liability on any of its shares cancels any paid-up share capital which is lost or unrepresented by available assets. Either with or without extinguishing or reducing liability on any of its shares pays off any paid-up share capital which is in excess of the company's needs.
The secretarial procedures to follow are similar to those used in a consolidation of shares with an appropriately worded resolution. The secretary will be required to give an affidavit confirming that the necessary procedures have been followed, and accordingly the date of issue of notice, date and timing of meeting should be carefully recorded. Careful attention should be paid to procedural matters at the meeting to ensure that the proceedings cannot be challenged later.
If the reduction is being undertaken for the reasons stated above and the company's share capital is divided into different classes, great care must be taken -when deciding which class, if not all, should bear the reduction. Whilst it may appear reasonable for preference shares with a limited right to participate in future profit to bear the reduction, leaving ordinary shares untouched, this is not necessarily the case. In liquidation it is the ordinary shares that rank last rather than the preference shares and accordingly it may be "reasonable" for any loss in value of assets to be borne by the ordinary shares as if in a liquidation.
Where a company has approved a resolution reducing its share capital, by whatever means, application to the court must be made for an order confirming the reduction (Section 136).
If the proposed reduction includes either the diminution of any liability on unpaid or partly paid shares or the return of monies to any shareholder or if directed by the court, any creditor of the company who would have had an admissible claim in winding-up proceedings may object to the proposed reduction. The court, will upon consultation with the directors, settle a list of creditors entitled to object, and this list, depending on the particular circumstances, may be published.
After publication, any other creditor may apply to be added to the list or removed from the list. Normally the company will either discharge or make provision for the debt. If, however, the debt in whole or in part is disrupted or the company is unwilling to make a provision, the court has power to appropriate such funds as it thinks fit to meet such claims as if the company were being wound up by the court.
A reduction on the grounds of a permanent diminution of the value of the assets of the company is not subject to these provisions unless directed by the court. Upon the court being satisfied with the arrangements to protect the interests of the creditors and, if relevant, the members of the court will make an order confirming the reduction either as proposed or with any modifications deemed fit.
The court - when making the order may require the company to add the words "and reduced" after its name for a specified period or require the company to publish and advertise details of the reduction so as to give proper information to the public (Section 137). The order must be submitted to the Registrar together with an amended copy of the company's Memorandum and Articles of Association and a minute showing details of the new share capital as follows:
Amount of Share Capital: Number of shares and their nominal amount. The amount at the date of registration of the order deemed paid up on each share.
On registration of the order and the minute, the reduction takes place and the Registrar issues a certificate of registration in respect of the order and minute. The certificate is conclusive evidence that the provisions of the Companies Act 1985 have been complied with.
Where a public company proposes a reduction of share capital that will cause its issued share capital to fall below the authorised minimum (£50,000.00 in 2002) the Registrar will not register the order unless directed to do so by the court or unless the company reregisters as a private company. The court may direct the company to be re-registered and specify the necessary alterations to the company's Memorandum and Articles of Association.
In such circumstances it is not necessary for the re-registration to be approved by the shareholders (Section. 139). It is still necessary for application for re-registration to be made on form G139 (Application by a public company for re-registration as a private company following a court order reducing share capital).
EFFECT OF ALTERATIONS OF CAPITAL ON VOTING RIGHTS
At the time an alteration of capital is made the effect that it might have on the existing voting rights of shareholders should be taken into account, so that, if appropriate, suitable action may be taken to keep the voting rights between the different classes of shares in the same proportion that applied prior to the alteration. It may be necessary to hold meetings to obtain the consent of each class of shareholder.
If the voting or other rights of different classes are being changed it will be necessary to hold separate class meetings of the affected classes in addition to the general meeting. This is so even if any particular class has no vote at general meetings. Class rights cannot be changed without approval of the class members whose rights are being changed.
LIMITED LIABILITY COMPANY MEMBERSHIP
The subscribers to the Memorandum of Association are deemed to have agreed to become members of the company and on registration of the company their names should be entered in the register of members. A person may subsequently become a member by applying for new shares or by the transfer or transmission to him of shares already in issue and the entry of his name in the register of members. Thus to become a member there are two criteria: firstly that person must agree to be a member and secondly he must be entered as a member in the register of members (Section 22). Both of these requirements must be met before a person is regarded as a member of the company.
SINGLE-MEMBER COMPANIES
A private company need only have one shareholder and any private company may reduce its membership to one. Public companies require at least two shareholders holding between them at least £50,000.00 in nominal value of shares with each share at least 25% paid up as to its nominal value and 100% of any premium.
The Companies (Single Member Private Limited Companies) Regulations 1992, SI 1992/1699, reduced the minimum number of shareholders required for a private company from two to one. Any private company incorporated prior to the coming into effect of this statutory instrument need not amend its Memorandum and Articles of Association unless the Articles specifically state that the company must have two or more shareholders. Any rule of law requiring a private company to have two members has been modified by the statutory instrument.
It should be remembered that ANY SOLE shareholder may also be a sole director but may not also be the company secretary. Any company reducing its membership to one must, when updating the register of members, add a note stating that the company has only one member and the date on which the change occurred (Section 352). If a company with only one member increases its membership a note should be added to the register of members stating this fact together with the date on which the change occurred (Section 352).
Although the statutory instrument specifically provides that any existing enactment or rule shall apply to single-member companies with such modifications as are necessary, a new section, Section 370A, was introduced into the Companies Act 1985. This provides that notwithstanding any provision in a company's Articles, one member present by person or by proxy shall constitute a valid quorum.
Additionally, as the discipline of duly convening meetings for a single-member company is somewhat cumbersome, it is in order for a single member to take decisions normally requiring a meeting provided that any decisions are formally recorded in writing (Section 382B). Any agreements made between a single member and a sole director who is also the member MUST be set out in a written memorandum or recorded in the minutes of the next meeting of the board of directors (Section 322B).
Although this provision only applies to contracts other than in the normal course of business, to prevent any innocent omission it is recommended that a written record be kept of all contracts between the company and a sole member/director. It may also be appropriate for the director to declare his interest in the matter pursuant to the Articles of Association.
As long as there is no provision to the contrary in the Articles, any legal person such as a company may hold shares in a company. The Articles of some companies, however, exclude certain categories of person from membership, e.g. persons who are not able to give a declaration of British nationality. At the same time, it is necessary to ensure that in the case of a registered company, for example, the company's Memorandum of Association does not preclude the holding of shares in other companies.
However, an unincorporated body like a partnership, club or association not registered under the Act should not be accepted as a member of the company because it does not possess legal personality. If such a body wishes to hold shares, the shares should be registered in the name of an individual or individuals or a person having a legal personality such as a bank nominee or a trustee company.
Similarly, the holder of an office should not be accepted as a member in that capacity unless it is an office created by statute, such as the Treasury Solicitor or the Accountant General. Some public officers are legally deemed to be a corporation, e.g. the Public Trustee, and these may be registered as members of companies.
Shares should also not be registered in the name of an English partnership. They should be held in the names of two or more partners and no reference should be
U.K. Limited Companies
Share Capital and Prospectuses
£ 100.00
Corporate Nominee Shareholder Service for Public Records for one year:
A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors.
