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HMRC internal manual

Money Laundering Regulations: Compliance

Trust or Company Service Providers (TCSPS): Introduction- Individuals or firms that provide services as nominee directors, nominee company secretaries and nominee shareholders

It is a requirement of the Companies Act that all companies in the UK make an annual return giving details of the names and addresses of its directors, the name and address of the company secretary and the names and addresses of its shareholders. This information is held on file at Companies House and can be viewed by anybody on payment of a search fee. For various reasons (not all of which may be dubious) directors, shareholders and company secretaries may not want to reveal that they are the owners or officials of a company. For example a property developer who plans to acquire and develop a large area might prefer to shelter behind nominee company structures to avoid (a) alerting rival developers of his plans and (b) alerting the landowners, who if aware of the plans, might drive a harder bargain. To avoid the public disclosure requirements which would reveal their identities, the owners of a company can instead appoint nominee directors and shareholders. The nominee directors and shareholders names appear on official records in the public domain which means that the real directors and shareholders identities are concealed. This is a perfectly legal arrangement.

The owners of the business retain control of the company carrying on its business activities and operate the company’s bank account. The nominees are merely paper figureheads.