October 30th, 2012 / Insight posted in

No need to reveal shareholdings

CB writes: I, with three others, am setting up a new consultancy company. We will all be directors and shareholders, but the shareholdings are not equal and we were wondering whether it would be possible to put in place a structure whereby the actual individual shareholdings were kept private. I understand that if we form it normally all the shareholdings will be visible at Companies House.

One of the “costs” of the limited liability protection a corporate vehicle gives you is the requirement for documents that all companies have to file at Companies House, writes Chris Lane, a partner at Kingston Smith LLP.

One is the annual return, which lists the shareholders. Another is the annual statutory accounts of the company, which have to show the name of the controlling shareholder if relevant.

Consider using a nominee company to hold the various shareholdings. The nominee company will be the registered shareholder in your company and so also the shareholder disclosed on the annual return. The nominee company will simply be the registered keeper of the shares rather than the beneficial owner. The nominee company will then have a formal agreement signed by all concerned that it holds the shares on behalf of the required beneficiaries and will vote, if necessary, in line with the wishes of these beneficiaries.