How do we hide a shareholder in new LTD

[DSLiverpool]

It’s nothing illegal or untoward but one of the three of us in this new venture shouldn’t really be easily found on companies house.

I know we can have a nominee shareholder but have you guys got any experience of a better way of doing it which is tax efficient?

we looked up having an agreement to give the third person a third of the shares after a year or something when he can come out into the open but there are tax implications there so I’d be interested if anyone’s got any clever ideas?

[BobToc]

Could give them EMI options, although that’ll have some expensive professional fees I should think.

[Nicetobenice]

Is it to take advantage of Entrepreneur's relief?

It's all much more awkward as you are obliged to show the true position with the PSC declaration anyway.

[Puzzles]

Why shouldn’t you be found if you have significant control?

[DSLiverpool]

Nicetobenice said:

Is it to take advantage of Entrepreneur's relief?

It's all much more awkward as you are obliged to show the true position with the PSC declaration anyway.

No - it’s to not be seen by other parties, we’re launching a sensitive new disrupter business and need to keep our advantages for as long as possible

[Newc]

Wholly owned Luxemburg SARL or a BVI corp as the shareholder of your UK entity might work ? Anything like this is going to cost $ though so depends how material the investment is to judge if it's worth it.

[Nicetobenice]

DSLiverpool said:

No - it s to not be seen by other parties, we re launching a sensitive new disrupter business and need to keep our advantages for as long as possible

The PSC transparency requirements make this very difficult now.

Edit
As above a shareholding via an offshore entity but that starts to get really complicated for it to stand the test.

Stuff like option agreements are also tricky tax wise

Edited by Nicetobenice on Saturday 20th June 09:28

[DSLiverpool]

Nicetobenice said:

DSLiverpool said:

No - it s to not be seen by other parties, we re launching a sensitive new disrupter business and need to keep our advantages for as long as possible

The PSC transparency requirements make this very difficult now.

Yes we do realise but we’re trying. Worst case will be nominee

[Puzzles]

DSLiverpool said:

Nicetobenice said:

DSLiverpool said:

No - it s to not be seen by other parties, we re launching a sensitive new disrupter business and need to keep our advantages for as long as possible

The PSC transparency requirements make this very difficult now.

Yes we do realise but we re trying. Worst case will be nominee

However if you are still the beneficial owner you must be listed, it’s a criminal offence otherwise.

Anything is possible but it’s cost/time/risk/effort.

[Nicetobenice]

DSLiverpool said:

Yes we do realise but we re trying. Worst case will be nominee

If you aren't bothered about being legal then just do an agreement between yourselves.

If they are an actual PSC and/or beneficial owner then it needs to be declared.

Edit

If the confidentiality is important use an unincorporated partnership.

No need to declare anything then .

Edited by Nicetobenice on Saturday 20th June 09:44

[BobToc]

Nicetobenice said:

DSLiverpool said:

Yes we do realise but we re trying. Worst case will be nominee

If you aren't bothered about being legal then just do an agreement between

The problem with this approach is that when the mystery shareholder does eventually receive the shares the value of them will be taxed as income.

[DSLiverpool]

BobToc said:

Nicetobenice said:

DSLiverpool said:

Yes we do realise but we re trying. Worst case will be nominee

If you aren't bothered about being legal then just do an agreement between

The problem with this approach is that when the mystery shareholder does eventually receive the shares the value of them will be taxed as income.

That’s the worry as we think and hope it’ll fly - a similar business sold for £36m at 4 years old (£18m debt) we’re targeting them for at least 7 figures year one (software)

[Nicetobenice]

BobToc said:

The problem with this approach is that when the mystery shareholder does eventually receive the shares the value of them will be taxed as income.

Yes I agree

Given the amount at stake you'd have to ask if the opacity was worth the tax penalty

[LooneyTunes]

Convertible loan note?

[BobToc]

DSLiverpool said:

Bobtoc said:

The problem with this approach is that when the mystery shareholder does eventually receive the shares the value of them will be taxed as income.

That s the worry as we think and hope it ll fly - a similar business sold for £36m at 4 years old (£18m debt) we re targeting them for at least 7 figures year one (software)

To be honest I come back to my original suggestion of EMI options then.

[popegregory]

Change his name by deed poll? Change it back after a year

[DSLiverpool]

popegregory said:

Change his name by deed poll? Change it back after a year

Love that

[wattsm666]

EMI option will only work if working 25hrs per week.

However, someone else could hold the shares and there could be an option to acquire them in the future. You will need some advice on this.

Nominees don’t work any more due to PSC

[DSLiverpool]

wattsm666 said:

EMI option will only work if working 25hrs per week.

However, someone else could hold the shares and there could be an option to acquire them in the future. You will need some advice on this.

Nominees don t work any more due to PSC

Looks like I’ll be holding them we just need to understand the tax situation

[LooneyTunes]

DSLiverpool said:

Looks like I ll be holding them we just need to understand the tax situation

Why have you ruled out a CLN?