A
Andy Lord
Is there anything to two limited companies with the same sole director
and shareholder acting as each other's company secretary?
and shareholder acting as each other's company secretary?
sole director cannot act as company secretary too, has to be another personAndy Lord said:Is there anything to two limited companies with the same sole director
and shareholder acting as each other's company secretary?
Umm - isn't that why he's suggesting that the Ltd Co'ssole director cannot act as company secretary too, has to be another
person
Yes, but it needs at least two real people, doesn't it?Tim said:Umm - isn't that why he's suggesting that the Ltd Co's
act as co sec, rather than the sole director?
Surely a Ltd Coy is a "person"...?Ronald Raygun said:Yes, but it needs at least two real people, doesn't it?
Hence it would be OK for two companies with *different* sole
directors to be each other's secretaries, but if their sole
directors are the same person, then at least one of the companies
would need to have a real-person secretary who is not its sole
director.
Look at it this way. Suppose there is an important document which
needs to be signed on behalf of company A by *both* secretary and
director, not being the same person. Suppose A's director is
person X and A's secretary is company B. Then X can sign as A's
director, and any director or the secretary of B can sign as A's
secretary.
Now if X is also B's director, B cannot sign A's important
document on behalf of B, because then the document would bear
two instances of X's signature, contradicting the "not the same
person" requirement.
A legal person, yes, but not a real person (I think the proper term mayMartin said:Surely a Ltd Coy is a "person"...?
That raises the interesting question of whether two people, X as directorMind you, I guess it would take 2 "real people" to set up the first of the
2 companies....
That was my question really.A legal person, yes, but not a real person (I think the proper term may
be "natural person") capable of subscribing a signature to a document.
If a company has to "sign" in a capacity of secretary of another, then an
officer of the company must sign on its behalf. Whilst a person can sign
in several capacities, it may not be permissible for the same person to
sign in two capacities on the same document.
That raises the interesting question of whether two people, X as director
and Y as secretary, can set up company A, and that X as director and A as
secretary can then set up company B, whereupon B could replace Y as
secretary of A, so that the whole show can subsequently be run by X alone.
I suspect not.
Exactly - I think RR got distracted by considering the subtleties of realAndy Lord said:That was my question really.
That's what I understood - and i've not heard it's been dropped.On a connected subject, I thought I'd read that there was going to be
something in the new Companies Act allowing genuine 1 man companies -
1 shareholder and 1 director.secretary. Did I imagine that or was it
just quietly dropped?
The two real people would be the company formation agent and theirMartin said:Surely a Ltd Coy is a "person"...?
Mind you, I guess it would take 2 "real people" to set up the first of the
2 companies....
Not quite. There will no longer be a requirement for a company secretary.Andy said:That was my question really.
On a connected subject, I thought I'd read that there was going to be
something in the new Companies Act allowing genuine 1 man companies -
1 shareholder and 1 director.secretary. Did I imagine that or was it
just quietly dropped?
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