OTHER DIRECTORSHIPS

Subject to the exceptions in the following paragraph, please give the name of every UK company of which the proposed director ('the nominee') is currently a director or has been a director at any time in the past 5 years. There is no need to mention directorships of foreign companies.

You need not include a company which either is dormant or was dormant at all times during the past 5 years whilst the nominee was a director. Also, you need not include a company which upon the registration of the company being formed ('the new company') will be:


(a)
a parent company which wholly owns the new company;


(b)
another wholly owned subsidiary of the said parent company; or


(c)
a wholly owned subsidiary of the new company.

The above requirements stem from section 10 and paragraph 2 of Schedule 1 of the Companies Act 1985. The meaning of the term 'dormant' will now be addressed.

Meaning of Dormant
A company is considered to be 'dormant' during a period in which no significant accounting transaction occurs (section 249AA(4) of the Companies Act 1985) that is, no transaction which is required by section 221 of the Companies Act 1985 to be entered in the company's accounting records; and a company ceases to be dormant on the occurrence of such a transaction. (For this purpose, the law allows one to disregard any transaction arising from the taking of shares in the company by a subscriber to the memorandum of association in pursuance of an undertaking of the subscriber's in the memorandum - section 249AA(6) of the Companies Act 1985. Also, the law allows one to disregard various transactions consisting of the payment of certain fees and penalties to the registrar of companies - section 249AA(7) of the Companies Act 1985).

The above definition of 'dormant' imports the requirements of section 221 of the Companies Act 1985 as to transactions which are required to be entered in the company's accounting records. Section 221 reads in part as follows:

'221 Duty to keep accounting records


(1)
Every company shall keep accounting records which are sufficient to show and explain the company's transactions and are such as to -


(a)
disclose with reasonable accuracy, at any time, the financial position of the company at that time, and


(b)
enable the directors to ensure that any balance sheet and profit and loss account prepared under [Part VII of this Act] complies with the requirements of this Act.


(2)
The accounting records shall in particular contain -


(a)
entries from day to day of all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place, and


(b)
a record of the assets and liabilities of the company.


(3)
If the company's business involves dealing in goods, the accounting records shall contain -


(a)
statements of stock held by the company at the end of each financial year of the company,


(b)
all statements of stocktakings from which any such statement of stock as is mentioned in paragraph (a) has been or is to be prepared, and


(c)
except in the case of goods held by way of ordinary retail trade, statements of all goods sold and purchased, showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified.'
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