Hide and Seek

By James Pressley at 00:00

Does someone else hold your shares in a company on your behalf? That person is called your nominee. You might have done this, for example, because you didn’t want a competitor to know you own shares in a company for personal reasons. But, unfortunately, your hiding place might be about to be exposed by the Small Business, Enterprise and Employment Act 2015.

Under the Act, if you own 25% or more of the shares in a company you are called a Person with Significant Control, even if someone you have appointed appears on the share register instead.

From April 2016 all UK companies will have to prepare a register of Persons with Significant Control of their companies and file it at Companies House. What is more, with the recent advent of the Companies House Beta service, it will be easy and free for anyone to view this information online.

The Act is very comprehensive in cutting out loopholes.

UK companies have a duty to make reasonable enquiries as to who might be a Person with Significant Control of their company. You have a duty to report yourself to your company as a Person with Significant Control and failure to do so is a criminal offence.

There appears to be no way around this legislation without going very far offshore and operating through a trust. The advice has to be that either you reduce your shareholding below 25% or prepare for the cold light of day.

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James Pressley

James Pressley , Solicitor

James specialises in all aspects of company law, buying and selling of business, insolvency matters and advising Shareholders/Partnerships on relevant agreements, including disputes.

He has considerable experience in preparing all types of commercial contracts, including franchising, distribution and agency contracts.

With a particular specialism in intellectual property and e-commerce, including website terms and conditions, James understands the commercial environment and provides clients with an all encompassing, cost effective, service.

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