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E-Quick Plan |
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 £ 100.00 | Renewal fees from £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.
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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Economy Plan |
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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.
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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.
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(click here for other packages)
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- DEAR VISITORS, If you want to become familiar with the description and the contents of company formation packages, offered by our company and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320.
With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour," so you will know exactly what the total price will be.
The information you provide to us is held in absolute privacy. We pledge NEVER to sell your name or personal information to any third party. In addition, we go the extra mile to make sure that our servers and connections incorporate the latest encryption and security devices.
We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-companies-formations.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Nominee Limited Company Shareholders and Nominee UK LLP Designated Partners. Who is a Nominee Shareholder?
There is a statutory requirement for a minimum of one shareholder and for the details of shareholders to be put on public record. It goes without saying, that a watertight limited company for tax purposes, should not have any details pertaining to the private investor on public record. For this reason, we will provide you with a nominee shareholder with a view to securing your corporate and financial privacy and anonymity.
A private company limited by shares (UK LTD) requires for a MINIMUM OF ONE SHAREHOLDER and for the details of shareholders to be put on public record. Upon incorporating a company (be it a new or ready made, shelf company or a tailor made company), you can either act as a shareholder yourself, or we can provide you with a nominee shareholder with a view to securing your corporate privacy. For the purpose of privacy some clients do not wish to be identified as shareholders of the companies that they have set up and will therefore wish to appoint nominee shareholders. Coddan can provide nominee shareholders for the companies it administers. These nominee shareholders will hold the shares on trust for the beneficial owners and only they will be identified on the register of shareholders. Each nominee shareholder appointed will sign a declaration of trust to the beneficial owner that they are holding the shares on behalf of the beneficial owner and will return the shares into the name of the beneficial owner or will transfer them to another party as requested.
A nominee shareholder is normally a company created for the purpose of holding shares and other securities on behalf of investors. With our service the nominee is not the legal owner of the shares, and the underlying investors have the "beneficial interest" in the shares: i.e. they are entitled to all income and capital gains on them.
Limited liability partnership. To form a British LLP, there must at the outset be at least TWO PEOPLE who are associated for the carrying on of a lawful business with a view to profit and who subscribe their names to a document called an "incorporation document". The incorporation document must be delivered to the registrar. A statement must also be delivered to the registrar that there has been compliance with the requirement that at least TWO PERSONS, associated for the purpose of carrying on a lawful business with a view to profit, have subscribed their names to the incorporation document. The statement must be made by a subscriber to the incorporation document or a solicitor engaged in the formation of the LLP. The incorporation document must contain various items of information: the name of the LLP, whether the registered office is to be situated in England and Wales, in Wales or in Scotland, the address of the registered office, the name and address of the persons who are to be members on incorporation and whether some or all of the members are to.
Brittish and Scottish LLP Members. The first members of a LLP are those who signed the incorporation document. After incorporation, any person may become a member of a LLP by agreement with the existing members. The rights and duties of the members of a LLP to one another and to the LLP are governed by the provisions of any agreement between the members, subject to the provisions of any enactment. The Act does not require an agreement to be entered into between the members and there is no requirement to publish it. In the case where there is no agreement on any matter the mutual rights and duties of the LLP and its members will be governed by default regulations made under Section 15(c). The default regulations will make provision concerning various matters, including the entitlement of members to share equally in the capital and profits of the business and that every member may take part in the management of the LLP.
| Nominee Secretary. Description of Service | Annual Cost | Nominee Secretary for 12 months to include - - Arranging appointment of our nominee. Coddan will act as your company secretary or as a joint company secretary to ensure you are compliant with the Companies Act
- Assessment of company's filing status at time of appointment to ensure everything is in order at Companies House
- Filing the Company's Annual Return for no additional charge
- Business advice throughout the year when possible
- No hidden charges!
| £75.00
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| Nominee Director. Description of Service | Annual Cost | Nominee Director for 12 months to include - - Agreement for the provision of nominee Service and Indemnification of Nominees
- Pre-signed undated Resignation Letter
- General Power of Attorney
- Beneficial Owner Declaration (this document will need to be signed and returned to us)
- Indemnity Letter for General Power of Attorney (this document will need to be signed and returned to us)
- Indemnity Letter to the Nominees (this document will need to be signed and returned to us)
- Who is a Nominee Director?
- A nominee director is someone who in fact is renting his or her name to you. Our nominee director service is used to ensure the highest degree of privacy and confidentiality
| £125.00
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| Nominee Shareholder. Description of Service | Annual Cost | Nominee Shareholder for 12 months to include - - Arranging appointment of our nominee. Coddan will act as your company shareholder
- Upon taking on the duties of Nominee Shareholder, we would hold your shares on trust in the form of a Nominee Shareholders Agreement
- Agreement would serve the purpose of ensuring that your identity as Beneficial Owner(s) is only known to us and not put on public record at the Company's Registry
- An original Share Transfer Form signed by us, but undated, will be issued to you, so that you can have the security of being able to transfer the shares at any time
| £100.00
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Coddan can provide a nominee company secretary for your private limited company or for your limited liability partnership. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. Our annual fee includes the cost of processing the company's Annual Return each year. Our one off fee is all-inclusive for the 12-month period with no hidden charges. If you wish to keep your name off the Public Records, so that it is easy to discern that you are involved with a company, then this is the service for you. The nominee will sign all corporate documents, except those that are not lawful or that bring personal liability to the nominee. There is a yearly charge for the nominee service. By appointing our corporate nominee director you can remain anonymous from your company, as no personal details will be recorded at Companies House. This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes. If you are seeking anonymity for illegal reasons, please go somewhere else to incorporate.
You will still control the company as an authorised representative (by General Power of Attorney) but it will not be possible to search Companies House records to identify you. This General Power of Attorney gives the Attorney authority to take decisions and actions on behalf of the company. These include buying or selling property or shares, signing cheques etc. This General Power of Attorney allows the Attorney to open, operate and close any bank or building society account in the company's name, and a Power of Attorney that allows the Attorney to sign cheques on behalf of the company.
- Can Anyone Apply for a Share in a Company?
Yes, anyone can openly apply to the company for shares. The company is obligated to issue the shares either through advertisements or through a prospectus. Anyone from the general public may apply against the advertisement and the company is responsible to ensure that no prospective investor is sidelined. 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.
The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to own shares and the number of shares each will own. These people are called the subscribers. A member is liable to pay up the nominal value of each of his shares and the amount owing to the company is a debt which can be "called up".
If a member refuses to pay all or any call on a share, the company may use forfeiture proceedings if permitted by its articles. A typical procedure is set out in paragraphs 18-22 of Table A of The Companies (Tables A to F) Regulations 1985 (if alternative provisions have not been adopted). As these proceedings are of a penal nature the regulations must be followed exactly, otherwise the court may declare forfeiture proceedings void. A forfeited share may be sold, re-allotted or otherwise disposed of at the discretion of the directors. Companies House need not be notified of the forfeiture or re-allotment except in the list of members on the company's next Annual Return. If a member cannot pay a call on shares, and if the member and the company agree, the shares may be surrendered to the company. This has the same effect as forfeiture but avoids the formal procedure. The company may only accept surrender if it could have used its power of forfeiture.
A private company may hold forfeited shares indefinitely pending re-allotment. A public company must cancel the forfeited shares if they are not otherwise disposed of after three years. If the cancellation were to reduce a public company's allotted capital below the statutory minimum, it would have to re-register as a private company. A company cannot use forfeited shares for the purposes of voting.
- Can I Buy Shares From Someone Else?
Shares in a public company are normally transferred through a broker dealing in the market appropriate to those shares, that is, the Stock Exchange or the Alternative Investment Market. However, shares may be transferred directly from seller to buyer and the company informed accordingly.
Shares in a private company are usually transferred by private agreement between the seller and the buyer. In both cases, a transfer document must be completed. The transfer of shares is normally a chargeable transaction under the Stamp Act. Stamp Duty is payable to the Inland Revenue on the aggregate amount at Ѕ% rounded up to the nearest multiple of £5.00.
How are Shares Transferred to New Owners? The transfer of shares in a public limited company is dealt with through the Stock Exchange's 'Crest' system. To transfer shares in a private or unlimited company, a seller must complete and sign the appropriate section of a 'stock transfer form', available from law stationers, and pass it, together with the share certificate, to the new owner. The new owner must then complete their section of the stock transfer form, pay any stamp duty to the Inland Revenue and pass the completed form and share certificate to the company. The company secretary will then arrange for the directors to authorise the change to the members' register and issue a share certificate in the new name.
- Annual Return
Every company must deliver an annual return to Companies House within 28 days of its made-up date. A company's director(s) and secretary are responsible for ensuring that the annual return: is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return; and gives a true picture of the management structure and capital (if applicable) of the company at the made-up date.
- What is an Annual Return (Form 363)?
An annual return is a snapshot of certain company information at the made-up date. It is separate from a company's annual accounts.
An annual return must contain the following information: the name of the company. Its registered number. The type of company it is, for example, private or public. The registered office address of the company. The address where certain company registers are kept if not at the registered office. The principal business activities of the company. The name and address of the company secretary. The name, usual residential address, date of birth, nationality and business occupation of all the company's directors. The date to which the annual return is made-up (the made-up date). The nominal value of total issued share capital. The names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders.
For the purpose of privacy some clients do not wish to be identified as shareholders of the companies that they have set up and will therefore wish to appoint nominee shareholders. Coddan can provide nominee shareholders for the companies it administers. These nominee shareholders will hold the shares on trust for the beneficial owners and only they will be identified on the register of shareholders. Each nominee shareholder appointed will sign a declaration of trust to the beneficial owner that they are holding the shares on behalf of the beneficial owner and will return the shares into the name of the beneficial owner or will transfer them to another party as requested. This service together with the appointment of Coddan directors would ensure almost complete anonymity for the beneficial owners of a company. However, clients should recognise that legislation in some jurisdictions would require the disclosure of the identity of beneficial owners to the appropriate legal authorities but even they cannot disclose this information unless required to do so under specific legislation usually associated with fraud or money laundering.
Upon taking on the duties of nominee shareholder, we would hold your shares on trust in the form of a nominee shareholders agreement. This will avoid having the name of the legal owner on the Share Certificate, Register of Members and the Annual Return. Our nominee shareholders agreement would serve the purpose of ensuring that we only know your identity as beneficial owner(s) and not put on public record at the Company's Registry. An original share transfer form signed by us, but undated, will be issued to you, so that you can have the security of being able to transfer the shares at any time.
Nominee shareholder/corporate management service includes attorney preparation and execution of all necessary documents including the management agreement, stock transfers and resolutions. This service is perfect for anyone desiring asset protection in addition to privacy.
Question: What is the role and advantage of nominee shareholders?
Answer: If Coddan provides nominee services to UK (USA or offshore) companies which are beneficially owned by clients, it will be the legal shareholder of the respective UK (USA or offshore) company. As a shareholder, Coddan will be listed on public record at the UK Companies Registry. The beneficial ownership of the company is not required to be revealed and therefore confidentiality is maintained. Its directors at the annual general meetings and extraordinary general meetings of the relevant client company will represent by Coddan.
Question: What documents does the client receive which confirm that he is the beneficial owner of the company?
Answer: Coddan will prepare deeds of trust specifying that shares are held on behalf of the client. These deeds of trust will be given to the client.
Question: What is the procedure if the client wishes to sell or transfer his shares, which are held by Coddan to another party?
Answer: At the time of execution of the deed of trust, the client will be given a share transfer form signed by Coddan, which will allow the client to transfer the shares held by Coddan. This form will have to be returned to the registered office of the company in order for the transfer to be processed and recorded on public record.
Coddan will not get involved with share sale negotiations. Usually we cannot act for both parties to the purchase and sale of shares unless we are specifically requested to do so and have satisfied ourselves that both parties have taken independent financial and legal advice and that there is no conflict of interest. The above information is general and is intended as a summary only. Clients should seek further clarification if required before deciding if they wish to engage nominee shareholders. We look forward to doing business with you and greatly appreciate your interest in obtaining a service from Coddan. Certain matters are left to the shareholders in general meeting under the Companies Act, such as amendments to the articles of association or memorandum of association, a resolution for a voluntary winding up and alteration of the capital structure of the company.
Some issues may be reserved for shareholders to determine. Despite the assumption of control of the company's affairs by directors under the articles of association, the courts have acknowledged circumstances in which the shareholders in general meeting must take charge of the reins. Deadlock in the boardroom, inability to fulfil the management role, or the fact that the board has ceased to exist, will vest power in the shareholders, to overcome the incapacity. However, once the board is again in a position to function as envisaged under the articles of association, power is returned to the board.
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