Who 'owns' the Company

castle96

"perhaps, like the shareholding itself, D and E will be unaware of the dividend payments."
D E know nothing as yet. Change only occurred a week ago. How does anyone know there ARE dividend payments. If these are not shown onaccounts, how would you find out

castle96

"Putting aside your enquiries. What's your actual objective? "

to protect/inform my sons

castle96

polymaff wrote: »

I haven't studied this thread enough to be sure, but this looks to be relevant:



https://www.gov.uk/hmrc-internal-manuals/trusts-settlements-and-estates-manual/tsem4200

all greek to me I'm afraid

Going back 20 yrs there has been no mention in the a/cs of dividends. There is, of directors current a/c

phillw

Maybe it's something to do with avoiding anyone being registered as a person of significant control.

castle96

phillw. F is not listed as a person with significant control. As a director, he has though ?

Thrugelmir

castle96 wrote: »

"Putting aside your enquiries. What's your actual objective? "

to protect/inform my sons

Speak to F then.

coyrls

How old are your sons?

masonic

castle96 wrote: »

"perhaps, like the shareholding itself, D and E will be unaware of the dividend payments."
D E know nothing as yet. Change only occurred a week ago. How does anyone know there ARE dividend payments. If these are not shown onaccounts, how would you find out

You wouldn't, if F didn't want you to.

Speedbird676

There is a risk to your sons if F is declaring dividends using their dividend allowance that he is then taking himself.

For example, if he declares a dividend that exceeds their £2,000 allowance they would each need to declare that on their tax return and pay any tax due.

My gut feel is there is something very untoward going on and if he isn't doing it for their benefit they'd be better off out of it.

Malthusian

castle96 wrote: »

phillw. F is not listed as a person with significant control. As a director, he has though ?

Person with significant control means someone with at least a 25% share or some other form of ownership of the company, direct or indirect.

There are other potential ways to be a PSC (e.g. power to appoint and remove directors despite not being a shareholder) but that is the most common.

The people with significant control can sack the directors. (Unless the directors are also PSCs and outvote them.) That puts them in ultimate control.

If F is only a 20% shareholder then the statement that he is not a PSC is likely to be correct, because he is under the 25% threshold, even if in practice he does all the day-to-day running because of the other directors / shareholders' passivity.

This assumes of course he actually does own only 20% of the shares in reality. You can't give shares to people without their knowledge or consent, nor take them away.

It sounds deeply dodgy and D and E need to establish

a) how many shares they actually own

b) what dividends have been paid throughout their their share ownership, and make sure they actually received them.

If F is claiming dividends were paid to D and E to not pay tax on them but in reality pocketing the money, it's straightforward tax evasion at minimum. Potentially theft as well depending on whether the shares are in reality owned by D and E or F.