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?
V
Vass
sole director cannot act as company secretary too, has to be another personAndy Lord said:
T
Tim
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
Yes, but it needs at least two real people, doesn't it?Tim said:
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
Surely a Ltd Coy is a "person"...?Ronald Raygun said:
Mind you, I guess it would take 2 "real people" to set up the first of the 2
companies....
R
Ronald Raygun
A legal person, yes, but not a real person (I think the proper term mayMartin said:
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.
A
Andy Lord
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
Exactly - I think RR got distracted by considering the subtleties of realAndy Lord said:
people, imaginary people, incorporated people, e-people, natural people,
unnatural people, et al people.... examples of each being found on this
newsgroup alone....
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
The two real people would be the company formation agent and theirMartin said:
secretary.
J
Jonathan Bryce
Not quite. There will no longer be a requirement for a company secretary.Andy said:
You will just need one shareholder who is also a director.