Description: We need a nominee director and nominee shareholder agreement drawn up which effectively names myself and my business partner as joint beneficiaries and also clarifies that we have full control over the business and it's activities. The reason for this is that we are currently both in full time employment so can't be registered as directors until the company is able to sustain one or more of our salaries.
I have already had an attempt myself but am struggling with the wording when it comes to the director section (please see my effort attached) The key points to be contained within the agreement are below:
- Consider the effect on the agreement should the nominee die, the power of attorney and share ownership should cease to exist and ownership should return to Kyle (business partner with equal control and shares etc) and myself.
- The Nominee should relinquish his power under the agreement to summon board meetings or have any casting votes.
- The bank account should only act on the joint and inclusive instruction of KH/JL.
- The nominee should relinquish his role immediately on joint instruction from KH/JL.
- The nominee will make application for VAT on behalf of the company but not be responsible for returns.
- The nominee will make applications for CIS on behalf of the company but not be responsible for returns.
I look forward to hearing from you.
Apologies if I am stating the obvious but I think that it is always best to clarify the situation with a client before sending a proposal.
My understanding is that you require:
1. A director service agreement between your business and your accountant detailing what your accountant can do as a director. If the accountant acts outside of his powers, then your business will have legal standing to sue him.
2. A document between you, your partner and the accountant detailing how the accountant will act as your nominee shareholder.
Is this correct?
Can you also confirm that the accountant will be named as a board director at Companies House?
Just quickly - who has advised that you cannot be directors until your salaries can be supported? There is no legal restriction in this way - although you may have other issues to contemplate under your contract of employment.
Also, in due course, you need to think about how you plan to draw income - salaries are not the most tax efficient. Do you have an accountant advising you?
A shareholders agreement would be a good idea in any case - it's protection against the (hopefully unlikely) event of you and your partner no longer seeing things the same way.
Director, Adauxi Limited