Securing a company’s investments

[delarue]

Hello everybody
I think to switch my shareholding by putting an holding as the only shareholder to secure my limited company owning real estate and avoiding being a shareholder as a physical person to secure the limited company from any personal creditor on the future.

Do you think that it brings an extra protection if one day I get a debt personnaly or that the corporate veil related to the limited company is enough ?

Knowing that the limited doesn’t engage in
risky activity but only in investing in real estate.

Thank you in advance for your suggestions.

 

[Martin Everson]

Do you think that it brings an extra protection if one day I get a debt personnaly or that the corporate veil related to the limited company is enough ?

Where is the company based? You will still be UBO and this may be recorded or may not be depending on where company is based.

 

[delarue]

The company owning the assets is a polish limited, I plan to have only one shareholder in this polish company which would be an English ltd (holding) in spite of being exposed directly by owning the shares personnally.
I presume the UBO matters in case of fraud which implies piercing the corporate veil, but for all any other personal debts the company is a separate legal person and the corporate veil cannot be pierced for what I know.
The question is by adding one holding as the only shareholder, any creditor would need to seize the shares of the holding to seize the shares of the polish company isn’t it ? Which make the process very hard for any creditor and bring an extra protection?

 

[Martin Everson]

The question is by adding one hold ed to seize the shares of the holding to seize the shares of the polish company isn’t it ? Which make the process very hard for any creditor and bring an extra protection?

You will still be the UBO in the end and key is the word "owner" in UBO. The question of weather a creditor can pierce your corporate veil is another issue. We have already seen Oligarchs have yachts seized owned by much more complex structures because they are UBO.

Poland is in EU and should have by now a UBO register for its companies.

The new Polish Ultimate Beneficial Owner Register

The ultimate beneficial owner (UBO) registration will be required from 13 October 2019. Existing entities are given additional 6 months to complete the registration, i.e. till 13 April 2020.

www.pwc.pl

but for all any other personal debts the company is a separate legal person and the corporate veil cannot be pierced for what I know.

I would speak to a lawyer in Poland and determine if there has been any legal precedence where a corporate veil used to conceal assets has been pierced in favor of creditors seeking recompense from UBO. But yes the company is generally a separate legal entity but legal precedence in your home country matters more. That's called the reality side aside as opposed to the theory side.