(Apologies - didn’t realise how long this post would be until I finished).
A client of mine X Ltd is drawing up a business plan to act as an ‘agent’ for overseas businesses (F, for foreign)) wanting to operate in the UK.
The idea is that X incorporates newco (N) for each client. The entire operation of newco (sales, finance, marketing, logistics etc) is run by X and 3rd parties provided by X. N would be owned 100% by F. The sole director would be, say, Mr F.
Mr X had read (I didn’t know that this was the case) that Ltd’s now must have a UK based director. Which means that the plan to have Mr F as the sole director won’t work. New consideration is to have Mr R (a UK representative of F - family member, business associate etc) as the (nominal) director. However, it’s probably safe to assume that F won’t have any UK representatives.
My assumption is that X (or rather Mr X, the MD and majority shareholder of X) would be seen as a shadow director by the Companies Act so would end up taking directors responsibility for any mishaps anyway.
The question posed (after all that), is does anyone have any suggestions as to what the structure of N should be?
One thought I had was that X2 Ltd should be CoSec so they can sign things, open the bank etc.