Second leaf · folios nine to thirteen

The group and what sits where

An interest, the register line that records it, and the work that is nobody’s business here. The three are kept separate on purpose.

Leaf opens at: Folio nine — continued from folio eight
Register concerned: Register of interests held, ruled at folio three
Kept at: 73 Rivington Crescent, London NW7 2LF

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Folio tenHow an interest comes to be held

An interest is held in one of two ways, and the register says which. It is held directly, where the certificate stands in the name of HAVENPORT STUDIO LTD, or it is held through a nominee, where the certificate stands in another name and the beneficial interest is the holder’s. The distinction is not decorative. It decides who is written to, who signs a transfer, and whose name appears in the entity’s own register of members.

On the day an interest is acquired, one line is written. It carries the date the line is written, the entity’s registered name and number, the class of share and its nominal value, the date of the instrument of transfer or allotment, the manner of holding, and the folio at which the signed original is filed. The certificate goes into the document file at that folio, and the folio number is written back onto the register line so that each points at the other.

When a holding changes, nothing is rubbed out. A further line is written, dated the day it is written, citing the line it supersedes. The old line stays legible. A register that can be tidied is a register that cannot be relied on.

A nominee holding is read twice: once in the entity’s register of members, where another name appears, and once here, where the beneficial interest is recorded. Both readings are needed to see the position.

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Folio elevenWhat the holder does with a holding

The holder acts as a member of the entity and as nothing else. Where a decision is put to the members of an entity, the holder votes on it and the vote is minuted here with its date. Where an entity declares a distribution, the holder receives it as a member and it is entered in the holder’s own books on the day of receipt. Where an entity issues or transfers shares, the holder’s register line is amended by a new line as described at folio ten.

Alongside that, the holder answers for itself: it keeps the registers listed at folio six, it makes the filings a company must make about its own affairs, and it carries and divides the shared costs set out on the third leaf. That is the whole of the office.

The holder does not run a studio. It does not take briefs, approve work, price work, hold client funds or stand behind any entity’s obligations beyond whatever a signed document says it does — and any such document is filed, with a folio, in the document file.

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Folio twelveWhat each entity keeps to itself

The following stay with the trading entity, under its own name and its own registered number, and appear in its books rather than in the holder’s.

Client engagements: The contract, the brief, the schedule, the variations and the correspondence that attends them.
Delivery and the work itself: What is made, who makes it, and the right to show it afterwards. A holding company has no portfolio.
Invoicing and collection: Invoices are raised by the entity, on its own numbering, and settled into its own account.
Its own filings: Each entity makes its own filings about itself. One company does not file for another.
Engagement of people: Whoever an entity engages, and on whatever terms, is engaged by that entity.
Cover placed in its own name: Where an entity places cover for its own trade, the policy and the claim history are its own.

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Folio thirteenThe line nothing crosses except a share of a cost

Drawn below is the division the two previous folios describe. On the left is what is held and kept at the registered office. On the right is what each trading entity holds and keeps for itself. One thing crosses between them: a share of a centrally carried cost, travelling right as a recharge note at the month end, calculated by the method on the third leaf.

The dashed rule is the line between the two sets of books. The arrow is a recharge note, and it is the only traffic.

The instrument is dated and signed, and goes into the document file at the next free folio.
A line is written in the register of interests, citing that folio.
If the change alters a basis figure — head count, floor area, boxes of filing — the figure is re-read at the next month end, and the recharge for that month is divided on the figure as it then stands.
The entity is written to, and the letter is entered in the correspondence register against the same folio.

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