Ltd company as Company Secretary


A

Andy Lord

Is there anything to two limited companies with the same sole director
and shareholder acting as each other's company secretary?
 
Ad

Advertisements

V

Vass

Andy Lord said:
Is there anything to two limited companies with the same sole director
and shareholder acting as each other's company secretary?
sole director cannot act as company secretary too, has to be another person
 
T

Tim

sole director cannot act as company secretary too, has to be another
person
Umm - isn't that why he's suggesting that the Ltd Co's
act as co sec, rather than the sole director?
 
R

Ronald Raygun

Tim said:
Umm - isn't that why he's suggesting that the Ltd Co's
act as co sec, rather than the sole director?
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.
 
M

Martin

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.
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....
 
R

Ronald Raygun

Martin said:
Surely a Ltd Coy is a "person"...?
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.
Mind you, I guess it would take 2 "real people" to set up the first of the
2 companies....
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.
 
Ad

Advertisements

A

Andy Lord

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.
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?
 
M

Martin

Andy Lord said:
That was my question really.
Exactly - I think RR got distracted by considering the subtleties of real
people, imaginary people, incorporated people, e-people, natural people,
unnatural people, et al people.... examples of each being found on this
newsgroup alone.... :)

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?
That's what I understood - and i've not heard it's been dropped.

I think it's a shame they're going to put a min age on directors. I know a
few very clever folk who were competently running their own Ltd Coys well
before age 16 (tho unable to sign cheques - LOL).

Instead of that change, the previous rule of "being capable" (or however it
was phrased) should have been extended to _all_ directors, regardless of
age. Mind you, some would regard that as the thin end of a wedge - to be
followed by competency tests for, say, politicians, civil servants, call
centre operatives - maybe even electors...? :)

Happy Easter,
 
J

Jonathan Bryce

Martin 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....
The two real people would be the company formation agent and their
secretary.
 
Ad

Advertisements

J

Jonathan Bryce

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?
Not quite. There will no longer be a requirement for a company secretary.
You will just need one shareholder who is also a director.
 

Ask a Question

Want to reply to this thread or ask your own question?

You'll need to choose a username for the site, which only take a couple of moments. After that, you can post your question and our members will help you out.

Ask a Question

Top