Whether for general confidentiality issues or commercial sensitivities, some clients prefer to keep their ownership of shares confidential. We provide a nominee shareholder service which meets these needs.
Our service not only provides you with confidentiality, it also gives you an audit trail as to your ownership of the shares. This can be useful when you need to prove ownership, such as to the tax authorities or other regulatory bodies.
Combined with our annual compliance service, whereby we hold the company’s statutory registers, this ensures that all of the necessary records are maintained.
If you have any questions or you would like to commence the appointment, please contact us.
Please note that if the beneficial owner of the shares is a ‘Person with Significant Control’ (“PSC”) then they must be disclosed at Companies House as such a person. Although there are detailed rules around who constitutes a PSC, if the beneficial owner owns more than 25% of the shares or is entitled to more than 25% of the voting rights, then they will be considered a PSC and need to be disclosed. In this circumstance, the Nominee Shareholder Service will be of little benefit in relation to protecting an individual’s confidentiality.
1How the confidentiality works
Under UK law, the legal owner of shares must be registered at Companies House and in the statutory registers; both of which are available to the public. Elemental CoSec provides a corporate nominee who will own the bare legal title to the shares and be entered as the legal owner of the shares at Companies House and in the statutory registers.
There is no obligation on the beneficial owner to be disclosed in the public records at Companies House, thereby helping to keep the name of the beneficial owner confidential.
2How the declaration of trust works
Our corporate nominee will enter into a declaration of trust in favour of the beneficial owner. The declaration of trust is known as a ‘bare trust’ which means that all of the economic and valuable interest in the shares is transfered to you, the beneficiary. Unlike some trust arrangement, the nominee retains no discretion or power as to how to act with respect to the shares.
We will prepare the declaration of trust and send you the fully signed document.
3How you can be sure your interests are protected
Elemental CoSec is a professional firm which owes obligations to act in your best interests. You can therefore be confident that we will follow your instructions.
Further, we will provide you with a signed (but undated) stock transfer form in respect of the shares. The declaration of trust will then provide an irrevocable authority to complete and date the stock transfer form. This means that you can transfer the legal title of the shares at anytime you want without our input or consent.
4Dividends and Voting Rights
The declaration of trust makes clear that the beneficiary shall direct how the nominee will vote in respect of the shares and that the nominee will hold all dividends on trust for the beneficiary. There is also a power of attorney included to allow the beneficiary to sign any resolutions and receive any dividends.
In practice, you will not need to any input from Elemental CoSec to exercise your day to day rights as a shareholder.
5What the service covers
We will handle all aspects of setting up the nominee arrangement, including the documentation and the transfer of the shares to the nominee if required.
Annual Fee: £145 per year per beneficiary
Please note that if you require any assistance with transferring or allotting the shares to our nominee, then we can assist with this set up process. Please contact us to discuss this service.
Please note that, as required by law, we will undertake anti-money laundering checks prior to providing this service.