Here is an excerpt of the most common issues Limited. Further material available on the purchase of your Limited.
The Officers (Director, Secretary) and the shareholders
How many people are at least required to form a Limited?
- At least two. Because under English company law, any Limited have at least two Officers, a Director and a Secretary. Only if two or more directors are appointed, one of the Directors may at the same time Secretary be. The Secretary has primarily the task of looking after the administrative affairs of the Limited. If you therefore want to call from your environment no other person for the position of Secretary (or can) you can for EUR 90, - per year to book a set by us as trustees Secretary (included currently in the package listing on life of your Limited) Director and Secretary may also be involved as partners in the Limited, there are no restrictions. A single shareholder is sufficient.
What duties and rights, the Secretary?
- The role of the Secretary is to arrange to have the Limited complies with its obligations to agencies and authorities. Almost all the statements of the Limited against the British authorities may be given by the Secretary (except for requesting the cancellation of the Limited from the register, this application may be made only by the Directors).
must live in England, the Secretary?
- No. Secretary of a Limited, any natural or legal person to be around the world.
What are the obligations and rights, the Director?
- The Board of Directors, often consisting of has only one director, has the exclusive right to represent the Limited to a third party, or about to close contracts on behalf of the Limited. (Exception: Comparison of authorities, the Limited also regularly represented by the Secretary). The Director is responsible for ensuring that are submitted to the authorities declarations to be timely and correct. For violations, such as Companies House fines of up to 1,000 GBP against the person of the Director impose. (For limited companies without permanent establishment in England, such penalties are not regular, however, recovered in court). As lead director of the business of the Limited, it will follow, also special due diligence requirements with regard to the protection of creditors, which is important for a pass-through liability is concerned.
Who can become a Director of a Limited?
- principle, any natural person who is older than 16 years, and any legal person (such as another Limited, Inc. or foundation) worldwide. (Exception: Can not a director of a limited People act, was opened on their property, bankruptcy proceedings, Section 11 Company Directors Disqualification Act 1986 and this rule is because it belongs not to the company law, but the English public law, for the "purely German Limited" with no permanent establishment in England not relevant).
Can be arranged at several Directors power to represent?
- If a Limited will be represented by more than one director, is the question of the so-called "abstract right of representation" means any director should be separately represented, the Limited effective - which requires a sufficient confidence in each and every Director of the shareholders - or to only two or more Directors to act together for the Limited? In the English Companies Act, the Companies Acts of 1985 and 1989, only a limited representation of the majority of the Directors provided. A single power of representation, when several directors are named, therefore, not possible in principle. In practice, this restriction however, be easily circumvented by the Directors give each other a power of attorney.
the Director must have an employment contract?
- Basically, no, that between the Limited and its director an employment contract is concluded, is required by any law. seen corporate law is the legal representative of the Director of the Limited. This applies irrespective of the existence of a (labor) contract of employment . When directed, mostly from Germany Limited, the Director shall be considered independently of social security law, if he remains the controlling shareholder at the same time. As a result, he is exempt from compulsory social security (including unemployment and care) , which offers him the opportunity to make provisions to private. This is usually much more advantageous. If the Director is a partner at the same time, it may be necessary, however, from a tax perspective, to include a Director Employment Agreement, which provides an "adequate" Director's salary, which can withstand a third comparison. For the Director-content decreases as the operating expense of the limited taxable income and may reduce the overall tax burden Sun For Limited, which is based in Germany and taxes, which established by the German financial management principles for the appropriateness of CEO compensation to a German limited liability company shall apply accordingly. A too high content may be treated for tax purposes as a "constructive dividend", which tax is usually detrimental. This risk exists but not with partnerships as the Ltd.. & Co. KG, in which the Director of the Limited also limited partner of the limited partnership and its content does not refer to the Limited.
