Companies Act 2014 section 104

Shares of a company held by a nominee of a company

Section 104 deals with the situation where shares in a company are issued to or acquired by a nominee of that company, setting out how those shares are treated and who bears liability for any unpaid amounts.

• Shares issued to or acquired by a company's nominee as partly paid up are treated as held by the nominee personally, with the company regarded as having no beneficial interest in them.
• If the nominee fails to pay any amount due on those shares within 21 days of being called upon, the other constitutional subscribers or the directors at the time become jointly and severally liable for the unpaid amount.
• The court may relieve a subscriber or director from liability, wholly or partly, if satisfied that the person acted honestly and reasonably and that fairness requires such relief.
• These rules do not apply where the company genuinely has no beneficial interest in the nominee's shares, nor to shares arising from applications or transfer agreements made before 13 October 1983.

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