| |  |
|
 |
|
|
|
|
E-Quick Plan |
 |
 £ 125.00 | Renewal fees from £125.00 | | |
 Nominee Director Service for Public Records for one year:
 It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body.
The Nominee Director cannot and will not enter into any business contract or financial or moral commitment.
Coddan will act as Nominee Company Director for limited companies on an annual basis.
This service is primarily designed to help people keep non-trading or dormant companies fully compliant with the law and perhaps to protect the identities of the persons actually controlling the company.
At the same time the appointed nominees are not actually entitled to manage the company.
We provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.
Nominee Director will only sign company accounts and annual returns prepared by the accountants of the company.
|
|
|
|
|
|
|
|
Economy Plan |
|
| £ 310.00 | Renewal fees from £310.00 | | |
Nominee Director For Trading Business Company:
A nominee director serves as a proxy for the owner(s) of a company and acts on their behalf. The names of the company's beneficial owners are not disclosed to any third party.
Nominee directors do not usually have an active role or function in the actual business of the company.
A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents.
Coddan will act as Nominee Company Director for limited companies on an annual basis.
We provide the beneficial owner with a General Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.
We will also include pre-signed, undated letters of resignation from nominee director, plus Notarised and Apostilled copy of Nominee Director' passport.
Nominee Director will NOT be a signatory to the company bank account nor will run the company bank account on behalf of the company.
|
|
|
|
|
|
|
|
Premier Plan |
|
| £ 1500.00 | Renewal fees from £1500.00 | | |
Nominee Director For Trading Companies:
Nominee Company Director would become part of the company day-to-day business.
In particular, Nominee Director would raise invoices, sign contracts and other business documentation.
Obviously, the Nominee Director would remain fully responsible to act only in accordance with the wishes of the owners of the company, insofar as they are legitimate.
Coddan will act as Nominee Company Director for limited companies on an annual basis.
At this stage, the Nominee Director would also control over the bank account of the company (under a separate agreement we may provide this service to act as secondary signatory only, not the primary signatory).
It is the only truly effective solution to shield the beneficial owner of the company from any undesired link to the company.
Obviously, it is also the most costly one, because it would involve management fees based on time spent.
|
|
|
|
|
|
|
|
|
|
| |
Nominee Directorship How it Works:
Sometimes, for tax or other reasons a person does not wish to be seen as associated with a company, or be seen as a beneficiary of a company, Nominee Director Service is the answer.
A nominee director is someone who in fact is renting his or her name to you.
Nominee Director signs the Memorandum and Articles of Association to form your entity.
The nominee will sign a General Power of Attorney document, which gives you full power to manage your company.
The nominee will give you his signed and undated letter of resignation document, which gives you the peace of mind that he can't act against you.
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 directors.
We expressly reserve the right to provide this service to anyone for any reason.
|
|
|
(click here for other packages)
| |
| 
| 1. A private company must have at least one director.
2. Every company must have a secretary and a sole director may not also be the secretary (s283 CA 85).
3. A company may be a director of another company.
4. There is no maximum limit on the number of directors.
5. There is no age limit on directors of private companies.
6. The company’s articles of association will determine the precise method of appointment.
7. Generally, shareholders can also appoint new directors by a majority vote.
8. Directors do not have to be employees of the company.
9. Directors are permitted to own shares in the company but are not allowed to deal in those shares in certain circumstances or at certain times of the year.
10. There is no general obligation on directors to disclose all information requested by shareholders.
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
(0) 870.080.2320
 info@uk-companies-formations.co.uk |
|
|
- DEAR VISITORS, If you want to become familiar with the description and the contents of company registration packages, offered by Coddan 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 companies 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. 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.
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.
 Responsibilities And Liabilities Of Directors In Relation To The Publication Of A Private Placing Memorandum
Introduction. The purpose of this note is to give a broad outline of the civil and criminal liabilities in relation to the publication of a Private Placing Memorandum ("Memorandum"). If an authorised person approves the Memorandum then under the SFA rules the authorised person must: apply appropriate expertise; and be able to show that it believes on reasonable grounds that the Memorandum is fair and not misleading. No attempt is made to cover those common law or statutory duties or potential liabilities of directors which arise solely by reason of such persons being directors of a company. If the directors require advice in relation to these duties and responsibilities or would like further information on any of the matters raised in this memorandum we would be pleased to advise further. This note is a general summary. Matters which may be relevant to a potential investor in the company should be discussed with the company's advisers as soon as practicable.
- Areas Of Civil Liability
Negligent misstatement. An aggrieved shareholder who can show that: the maker of a misstatement owed him a duty of care and failed to meet the required standard of care in making the statement; he placed reliance upon the statement; and suffered loss which was reasonably foreseeable, will be able to recover damages from the maker of the misstatement and will possibly be able to rescind the agreement for the acquisition of shares in question.
Misrepresentation Act 1967. An aggrieved shareholder who can show that: he has subscribed for shares in reliance upon a misstatement and he has suffered loss which was reasonably foreseeable, may be able to rescind the agreement for the acquisition of shares. In addition, where the misrepresentation has been made in circumstances where, had it been made by the Company fraudulently, the Company making the misrepresentation would have been liable to pay damages to the person relying on the representation, then the Company will be liable to pay damages unless the Company can show that it had reasonable grounds to believe and did believe up to the time that the agreement was made that the representation was true. A shareholder may be able to obtain relief under this provision even where this misstatement was made innocently. The court has discretion to award damages in lieu of rescission where it considers it equitable to do so.
Rescission. The object of proceedings based upon rescission of contracts induced by misrepresentation is: to obtain a judicial declaration that the relevant agreement has always been, and still is, voidable by reason of the misrepresentation; the annulment of the agreement by the court; and additional relief to restore the parties to the exact position they were in before the agreement was entered into.
Provided that: the aggrieved shareholder has not affirmed the agreement and does not delay unreasonably after discovering a material misrepresentation; it is broadly possible to put the parties in the position which they were in prior to the agreement; and the rights of innocent third parties will not be affected a shareholder who has relied on a material misrepresentation in agreeing to acquire shares may be entitled to bring an action for rescission. Where the above criteria are satisfied, rescission is available irrespective of the nature of the misrepresentation and has the effect of invalidating the agreement. If the agreement is rescinded, the name of the relevant investor must be removed from the register of members and the subscription monies repaid.
Deceit. If any director makes a statement in the prospectus either knowing it is untrue, not believing it to be true, or reckless as to whether it is true or not, he may be liable in an action for deceit brought by an investor/shareholder who has suffered loss as a result of relying on that statement.
Breach of contract. If a person can show that a misstatement has become a term of a contract for the acquisition of shares, as opposed to a pre-contractual statement inducing a person to enter into the agreement, then damages may be recoverable from the Company for breach of contract.
- Criminal Liabilities
The following offences should be considered:
Section 397(1) and (2) of the Financial Services and Markets Act ("FiSMA") S.397 applies to a person who: makes a statement, promise or forecast which he knows to be misleading, false or deceptive in a material particular. Dishonestly conceals any material facts whether in connection with a statement, promise or forecast made by him or otherwise; or recklessly makes (dishonestly or otherwise) a statement, promise or forecast which is misleading, false or deceptive in a material particular. Such a person is "guilty of an offence if he makes the statement, promise or forecast or conceals the facts for the purpose of inducing, or is reckless as to whether it may induce, another person (whether or not the person to whom the statement, promise or forecast is made): to enter or offer to enter into, or to refrain from entering or offering to enter into, a relevant agreement; or to exercise, or refrain from exercising, any rights conferred by a relevant investment."
This offence is punishable with imprisonment and/or a fine. The wording is wide enough to include misstatements in the memorandum, and specifically refers to forecasts and the dishonest concealment of material facts. Section 397(3) of FiSMA. Any person who "does any act or engages in any course of conduct which creates a false or misleading impression as to the market in or the price or value of any relevant investments is guilty of an offence if he does so for the purpose of creating that impression and of thereby inducing another person to acquire, dispose of, subscribe for or underwrite those investments or to refrain from doing so or to exercise, or refrain from exercising, any rights conferred by those investments."
Section 21 of FiSMA. It is an offence for any person (unless authorised under FiSMA) in the course of business, to communicate (which is interpreted to include causing a communication to be made) an invitation or inducement to engage in investment activity, unless the content of the communication is approved for the purposes of section 21 of FiSMA by an authorised person. The term "invitation" is reasonably clear but the term "inducement" is more difficult to interpret. It is understood the parliamentary draftsmen intended a reasonably narrow interpretation but it is possible the courts may interpret it broadly. There are numerous exemptions such as to certified high net worth investors and certified sophisticated investors but the exemptions have to be properly certificated and appropriate notices have to accompany any communication to investors.
Breach of Section 21 has both criminal and civil consequences. It is a criminal offence to contravene Section 21 and any person who does so may be liable to imprisonment for up to two years or to a fine or both. The civil consequences may render an investment agreement unenforceable and entitle the other party to the agreement to recover any money paid under the agreement together with any loss sustained (Section 30) (unless the court is satisfied that it is just and equitable to enforce the agreement, having regard to whether the person seeking to enforce the agreement reasonably believed that he was not making an unlawful communication or, if he did not make the communication, whether he knew that the agreement was entered into in consequence of an unlawful communication).
Section 21 may be particularly relevant to marketing activities prior to the issue of the Memorandum.
Section 15 of The Theft Act 1968. It is an offence dishonestly to obtain another person's property/cash by deception with the intention of permanently depriving the other of it. The offence includes obtaining property/cash by making a false statement and representing it as being true whilst knowing that it is or may be false.
Section 19 of The Theft Act 1968. It is an offence for an officer or person purporting to act as an officer of a company to publish or concur in publishing a written statement or account which to his knowledge is or may be misleading, false or deceptive in any material particular if he does so with the intent to deceive the company's members or creditors about its affairs.
- Directors' Rights To Be Indemnified
Civil Liability (Contribution) Act 1978. A person who is liable to pay damages may be entitled under the Civil Liability (Contribution) Act 1978 to contribution from others who are liable in relation to the same damage provided that person has not agreed to indemnify the other. Articles of Association and Section 310 of the Companies Act 1985. The articles of association may entitle every director or other officer of the Company to be indemnified against liabilities incurred in carrying out his duties or otherwise in relation to his office, subject to the provisions of the Companies Act 1985. Section 310 of the Companies Act 1985 (as amended) provides that a company may only indemnify any of its officers against liabilities incurred either in defending civil or criminal proceedings in which judgment is given in favour of the officer in question or in which the officer is acquitted or in relation to certain applications by the officer to court under the Companies Act 1985 where relief is granted by the court.
Insurance. The restrictions imposed by the Companies Act 1985 do not prevent a company from taking out insurance for its officers against liabilities incurred for negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company. Certain insurers offer insurance against certain of these liabilities, subject to limitations. It is not lawful for a company to purchase insurance to cover liability arising out of fraudulent or dishonest conduct.
- Verification
Reducing the risks to the Company and its directors. As the Company and each of its directors are potentially liable if the Memorandum is inaccurate, it is in the interests of the Company and its directors to ensure that all reasonable steps are taken to reduce the risk of any claim arising. This is achieved in part by the process of verification in relation to the contents of the document.
Verification. Verification takes the form of written questions put to the directors which aim to establish that each statement in the Memorandum which may be relevant to a potential investor is true or, in the case of a statement of belief, that it is held on reasonable grounds and that a statement is not misleading in the light of the inference which a potential investor may reasonably draw from it. Each statement of fact should, where possible, be supported by evidence of the accuracy of the statement in question and each statement of belief should be supported by evidence that the belief is held on reasonable grounds. Evidence should consist of authoritative sources such as documents or extracts either from the Company's own records or, where appropriate, outside sources. The questions, answers and supporting evidence will be documented in the form of "verification notes" to provide prima facie evidence that the Company and its directors exercised due care in the preparation of the Memorandum.
Delegation. As it is often not practicable for all of the directors to be involved in every stage of verification, it is common for responsibility to be delegated to a number of individual directors who are considered to be best placed to provide detailed answers to the verification questions and supporting evidence of the statements made in the Memorandum. However, it is essential that each director is satisfied that the persons to whom the task is delegated are competent to answer the verification questions, that it is reasonable for him to rely on those persons in respect of the information which those persons are asked to verify and that those persons have verified the information in question. Each director should appreciate that it is not possible to delegate legal responsibility and that he will remain liable for the Memorandum even if he has relied upon another to verify part of the Memorandum and notwithstanding that he may not have been involved in all stages of drafting the Memorandum.
Timing. Verification will commence when the draft Memorandum is in a relatively advanced form. Alterations to the draft Memorandum will be verified and the verification notes will be amended to reflect these changes. The verification notes will be circulated among the directors to enable them to provide additional comment. After any comments have been received, the final form of verification notes will be approved at a meeting of the directors at which the directors will (among other things) accept ultimate responsibility by signing the verification notes and approve the Memorandum.
Effect. Verification will provide a permanent record of the steps which the Company and its directors have taken to ensure that the Memorandum complies with the legal obligations imposed upon each of them. It will provide the directors and the Company with a degree of protection against an allegation of recklessness or negligence and will assist the directors in establishing the accuracy of the Memorandum. However, the verification process will not necessarily ensure that the responsibilities of the directors have been discharged to the requisite standard. It is therefore essential that before the Memorandum and verification notes are approved, each director carefully considers the content of the Memorandum and the verification notes to ensure that he is satisfied that the Memorandum complies with the above requirements.
|
|
Helpful Resources