PLEASE NOTE: From 6th April 2016, companies in the UK are required to maintain a statutory register of ‘People with Significant Control’, which will affect the way in which shares can be held anonymously under a nominee arrangement.
For further information on the register of ‘People with Significant Control’, and the changes brought about by the implementation of the Small Business, Enterprise and Employment Act 2015, please read our guidance note on the subject, here.
Shareholders of UK Companies are obliged to disclose their name on the public record maintained by Companies House and on the relevant company’s statutory registers (which are also available for public inspection).
Owners of shares may wish to maintain confidentiality by asking a nominee to hold shares on their behalf. The nominee’s details will appear on the public record in place of the “owner’s” details.
Legal Clarity offers a professional nominee shareholder service.
Post – We will forward a reasonable volume of official correspondence received by the nominee shareholder and marked for the attention of the beneficial owner. ‘Reasonable’ in this context is all post from Companies House, HM Revenue & Customs and up to thirty other items per year. All Post is treated in the strictest confidence.
Holding Shares – Our nominee company will hold shares on your behalf. The nominee’s details will appear on the public record as the holder of the relevant shares.
Trust Deed – We will supply and execute a Trust Deed in your favour stating that all dividends, distributions and other benefits of ownership are strictly for your benefit. The nominee shareholder will exercise all voting rights and will deal with your shares strictly in accordance with your instructions.
Transfer – We will send you a signed Stock Transfer Form which, when dated by you, is effective to transfer the relevant shares back to you. In short, you can re-transfer the shares at any time simply by dating the form and presenting it to the company.
Privacy – We will maintain the confidentiality of the ‘owner’ except where we are legally obliged to disclose their details.
There are legitimate commercial reasons for wishing to maintain confidentiality regarding your shareholdings. For example, if you hold shares in a company which also supplies your competitors you may not want your competitors to know that you are a shareholder.
A company may have a historic requirement in its Articles of Association to have two shareholders. One of these shareholders could be a nominee of the other. In other words using a nominee may be an effective way for a single shareholder to meet this requirement. An alternative approach is to amend the relevant Articles of Association.
A nominee shareholder holds the legal title to shares on behalf of a beneficial owner (the true owner). All of the benefits of ownership remain with the true owner – the nominee holds the shares in name only.
A nominee Subscriber is a nominee shareholder that has held shares on behalf of a beneficial owner (the true owner) from formation of the relevant company. The nominee’s details will appear in the relevant company’s Memorandum of Association as a subscriber. If a nominee subscriber is used then no prior owner of the relevant shares will appear on the public record.
