THE SOLE MEMBER / DIRECTOR

As you have chosen to form a company using UKcorporator's one director standard company configuration, the company will be formed with the same person (or entity) being both the sole director and the sole member / shareholder / owner.

Role
This person (or entity), as the sole member - as well as being the sole director - will own the company.

As the company's director, the person (or entity) will be responsible for managing the business and affairs of the company and for ensuring, along with the company secretary, that the company complies with the Companies Act 1985.

Relevant factors in choosing who will be the sole member / director
The sole member / director:


(a)		must not also be the sole company secretary - section 283 of the Companies Act 1985;


(b)		must not also be the sole director of a corporation which is to be the company secretary of the proposed company - section 283(4)(a) of the Companies Act 1985. For example, proposed company A must not have B (irrespective of whether B is a natural person / human being or a company) as its sole director in circumstances where B is also the sole director of C and C is to be the company secretary of company A; and


(c)		must not be a corporation the sole director of which is to be the company secretary of the proposed company - section 283(4)(b) of the Companies Act 1985. For example, proposed company A must not have as its sole director company B in circumstances where B's sole director is C (whether C is a natural person / human being or a company) and C is to be the company secretary of company A

Furthermore the sole member / director:


need not be a natural person - a company or Scottish firm may be appointed as a director of another company. This is implicit in various provisions of the Companies Act 1985 (e.g. sections 289(1) and 305(4));


need not have any special formal qualifications;


need not be a UK citizen - however, it is possible that UK immigration laws may prohibit such a member / director from working in the UK. If in doubt, advice may be sought from the Home Office Immigration and Nationality Directorate;


need not, under the Companies Act 1985, 'live' in the UK (nor need the sole member / director reside, be a 'permanent resident', be domiciled, or be incorporated in the UK). Nevertheless, this general proposition may be subject to any applicable foreign investment or other rules which may apply from time to time;


must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) by a court to act as a director for a particular company);


must not be an undischarged bankrupt (except with leave of the court) - section 11(1) of the Company Directors Disqualification Act 1986;


in the case of a company proposed to be registered in Scotland (as opposed to 'England and Wales') - must not be under the age of 16 - section 1(1)(a) of the Age of Legal Capacity (Scotland) Act 1991;


in the case of a company proposed to be registered in 'England and Wales' (as opposed to 'Scotland') - need not be of any particular minimum age, however, careful consideration should be given as to whether the proposed member / director who is a minor, has the legal capacity to consent to act as a director and to carry out the duties of a company director;


need not be younger than any particular age (i.e. there is no maximum age limit) unless the proposed company is to be a subsidiary of a public company. (If the private company is to be a subsidiary of a public company, the director of the subsidiary must not be over the age of 70 unless specifically approved by a general meeting of the company - section 293 of the Companies Act 1985. The word 'subsidiary' is defined in sections 736 and 736A of the Companies Act 1985.); and


if a company is to be the sole member/director, it must not be the very same company as the one you are proposing to form.

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