ivorystraws
Registered User
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Hi
That is easily done, the shareholder and directors are two seperate roles within a company and can be occupied by different people/person
What are you trying to hide?
Who says I'm trying to hide anything?
What are you trying to hide?
Who says I'm trying to hide anything? I've been a director previously and incorporated my own company myself so I don't understand your point... it's a simple enough question.
You have to give Director details including "shadow directors" or "Alternate Directors" on the A1 Company incorporation form that rules out that.
Capnhand provided the most helpful response to date so re-read his response to understand the details on this.
OK, lets rephrase the question, what would be the advantage of doing this??? One of the reasons for incorporating is to take advantage of limited liability status, if you operate as you are proposing it is very likely that you would loose this right in a legal action... depending on your situation, there might be a tax advantage, but in most cases not.... so from my point of view it looks like a rather pointless exercise
Thanks Woodie. On paper, the directors may be responsible but I will be running the company. I do initially intend on making some family members directors.
Good point about the shareholding being owned by a holding company - that is an option I hadn't thought of although it does make the setup needlessly complex for a small startup.
You're trying to hide your identity from your customers, suppliers, bankers, Revenue and whoever else that could have an interest in the company.
It may be legally possible to put a corporate structure in place where the true beneficial owners are not disclosed. In my opinion it is both morally and ethically questionable.
However, one fact you cannot get around is that the directors are ultimately responsible, and can be held accountable, for the actions of the company regardless of whether or not they actually had any active role in the management of the company. Those directors would also have full control of the purse strings.
So do you have 2 directors that trust you to such a degree that they'd stand up in court and take the rap for you? Do you have trust in them to the degree that if you have a falling out they'll hand control over to you rather than shut you out completely?
(Rhetorical questions, btw, I don't expect answers!)
I can see that people are complicating this query with all sorts of issues including morality. I don't think that "ivorystraws" is trying to avoid personal responsibility, or at least I hope not, and family members are involved so theer is at least accountability to them. The issue as I see it is; can a company be set up without the true owner being immediately transparent in a CRO search?
1. I still think having a company or trust as the owner of the shares is the option. Of course if the owning (holding) company is based in Ireland then people can search that company, so offshore is probably the option. Is it complex, not mega, but for a small startup maybe needlessly complex. Depends on how big you intend the company to get whether it makes sense in the long run.
2. An alternative maybe to have a proxy shareholder hold the shares in your stead with a private agreement; then we are getting into more complex law where you would need advice.
It's not simple because of the reasons that people have mentioned. The law is protecting you (shareholder) with Limited Liability and the quid pro quo for that is that you provide the details of exactly who is benefiting. A reasonable ask, but I do understand there are many legitimate reasons why people don't want their initial involvement in a business to be apparent at the outset.
(1) Subject to subsection (2), a person in accordance with whose directions or instructions the directors of a company are accustomed to act (in this Act referred to as “a shadow director”) shall be treated for the purposes of this Part as a director of the company unless the directors are accustomed so to act by reason only that they do so on advice given by him in a professional capacity.
I would be calling the shots and running the company myself as if I was a director so would that make me a "shadow director"?
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