Tax Haven Britain - Bearer Shares and Disappearing Companies

By Richard Murphy, founder of the Tax Justice Network , director of Tax Research LLP, and author of The Courageous State


Alistair Darling, former Chancellor of the Exchequer, has said the UK is not a tax haven. That is not true. It is using any reasonable definition, including that which I proposed. I’ve already suggested one obvious reason why it is, which is the existence of the domicile rule, so let’s take a second example that is less obvious.

This is the fact that the UK allows the issue of bearer shares. This is deliberate. The right survived into section 779 of the Companies Act 2006. As one formation agent who seems to specialise in the more esoteric end of the market has noted, UK companies with bearer shares are ‘our most popular package with UK residents’. It’s not hard to see why:

1) This option allows the names of the real owners of the shares in a company to not just be hidden: they simply aren’t known. As Wikipedia notes:

A bearer instrument is a document that indicates that the bearer of the document has title to property, such as shares or bonds. Bearer instruments differ from normal registered instruments, in that no records are kept of who owns the underlying property, or of the transactions involving transfer of ownership. Whoever physically holds the bearer bond papers owns the property. This is useful for investors and corporate officers who wish to retain anonymity, but ownership is extremely difficult to recover in event of loss or theft.

2) This means that not only can the ownership of a company be hidden, it can be transferred at will without this being known, stamp duty or capital gains being paid, and without any organisation dealing with the company being any the wiser. Money laundering regulation becomes virtually impossible in that circumstance.

3) This does, of course allow companies with such shares to be used to hide all sorts of activity in classic tax haven style.

4) It does also make such a company a perfect vehicle for money laundering in its own right. The company can be created, apparently legitimately, and then be stuffed with cash, following which the ownership of the shares is passed through simple transfer of physical possession of the bearer share (an act for which no audit trail can be created) with the resulting proceeds being liquidated elsewhere.

5) All this is made much easier because UK companies can be struck off the company register without questions usually being asked by any authority on payment of a fee of £10.

The question has to be asked as to why the UK allowed this to continue when bearer shares are known to be used for this purpose and many tax havens are taking steps to prohibit them. For example, the British Virgin Islands (of all places) has better standards than the UK, as Lowtax.net notes:

Bearer shares are now prohibited unless authorised by the memorandum or articles of association, and bearer share certificates must be deposited with a custodian who has been approved by the BVI Financial Services Commission.

A company which had existing bearer shares (created before 1 January 2005), and which re-registered on 1 January 2007, is obliged to deposit its bearer shares with an appropriate custodian on or before December 2010.

There’s another thing you need never do with a UK company. You need never file a set of accounts.

The reality is that a UK company can be incorporated by a formation agent, run by nominees and then after it’s been in operation for a period of 21 months or so be due to file its first accounts but can, instead, simply file a form with the Registrar of Companies to ask to be struck off instead. Being struck off means that the company is dissolved without the need for a formal liquidation. As if by magic the company simply disappears instead.

All that the directors have to state in making this application is:

I/We as DIRECTOR(S) apply for this company to be struck off the register.

In the past three months the company has not:

- traded or otherwise carried on business, or changed its name;
- disposed of for value any property or rights which it would have disposed of for value in the normal course of trading or carrying on business; or
- engaged in any other activity except for the purpose of making this application, settling its affairs or meeting a statutory requirement.

Note that there’s nothing there that requires them to say if they’ve ever traded, if they’ve paid their tax, or if they’ve settled all their obligations to file accounts.

So what does a director of a company that wants to disclose no information do? They stop it trading after 18 months and they can then honestly sign this form after 21 months when the accounts are due to be filed with the Registrar. It costs £10 to file and the company is usually dissolved within a few months. Companies House never asks for the accounts in that case.

HM Revenue & Customs can object. But in practice they almost never do, especially if they know nothing about the company (and the director in question will have ensured that is the case).

As a result anyone can run a limited company in the UK behind a charade of nominees and quite simply no one will ever know what it does because it will never file accounts. And no one seems to care. There is, of course, nothing to stop them then starting the process all over again.

That’s all part of the structure of tax haven UK. Amazing, isn’t it?