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Engagement letters

Who can sign them?

Mr X is the sole dir/shareholder of UK holdco X Ltd. There are a number of ‘group’ ‘subsidiaries’ (‘’ will become apparent). 

Mr X is not a director of any of the subsids. The subsid director’s are Mr A/ Mr B etc.  The shares in subsids are owed by either:

a) Mr X or X Ltd,

b) Mr X/X Ltd and Mr A/Mr B etc (ie the director), normally (but not always) 50/50.

I think that 1 co is 100% Mr A, say  

There is an unofficial group FC.

I take day-to-day instruction from Mr X and have contact with the GFC. Mr A , Mr B etc are purely names on an email chain to me. Obviously it’s them that sign the accounts, but Mr X approves them, FC arranges signature. 

Mr X is directly or indirect at least a 50% shareholder in all but 1 co, a PSC in all(?). 

My question is, who signs the engagement letter? If poss Mr X or the FC are my preference...

 Thanks 

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15th May 2018 09:27

I presume that the letters are addressed to the board of directors in each case. That being so, they can be signed by anybody authorised by the board, but personally I'd prefer them to be signed by a director

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15th May 2018 11:16

For a number of our larger (in terms of companies in the group) groups, we issue a group engagement letter, which is addressed to XYZ Limited and its subsidiaries (and list them).

We then have a director of XYZ sign that.

Of course, this may not be practicable where the 'subsidiaries' are not true subsidiaries in the legal sense of the word. In that case, I'd want a director of the company to sign.

On an unrelated note, looks like Mr. A & Mr. B are just figureheads to me. I never like this situation though I know it happens (Years ago, we had a company, P Limited, owned by person Q. Unrelated person S had been appointed a director, mainly for show. One year S asked to see the full accounts. We demurred to Q who refused to provide them. S went away without a word but I know for a few days there was some sweating as we could not in all honesty refuse the request).

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