THE TWO MEMBERS / DIRECTORS
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As you have chosen to form a company using UKcorporator's two director standard company configuration, the company will be formed with two directors, being the same two persons (or entities) as the members/shareholders/owners.
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| Role |
These two persons (or entities), as the members - as well as being the directors - will own the company.
As the company's directors, they will also be responsible for managing the business and affairs of the company and for ensuring, along with the company secretary (who may be one of the members / directors themselves or alternatively, if you prefer, another person), that the company complies with the Companies Act 1985.
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| Relevant factors in choosing |
The two members / directors:
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| need not be natural persons - 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));
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| need not have any special formal qualifications;
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| need not be UK citizens - 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;
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| need not, under the Companies Act 1985, 'live' in the UK (nor need they 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;
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| 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);
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| must not be undischarged bankrupts (except with leave of the court) - section 11(1) of the Company Directors Disqualification Act 1986;
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| 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;
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| 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 a 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;
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| 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, a 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
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| if a company is to be a member/director, it must not be the very same company as the one you are proposing to form.
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