Companies as Bare Trustees: Why Trust Operations Are Not Company Operations

NAP - Expert
13 hours ago
19 min read

Understanding How Companies Remain Dormant When Vested in Trust. Meaning no liabilities or taxation without authorised agents.

Introduction: The Critical Distinction

When a company is placed into a private express trust as bare trustee, a fundamental question arises:

If the trustees operate bank accounts, manage assets, or take actions involving property held in the company's name - is this "company trading"? Does this make the company active?

The answer is no - and understanding why is crucial.

This article explains:

What it means for a company to be a bare trustee
Why companies cannot operate without authorised agents
How trust operations differ from company operations
Why a company held as bare trustee remains dormant
How to maintain the distinction in practice

This is not theoretical speculation. This is the application of established company law and trust law principles.

Part 1: What Is a Bare Trustee?

Before examining companies specifically, we must understand what a bare trustee is in trust law.

Definition of Bare Trustee

A bare trustee is a trustee who:

Holds legal title to property
Has no beneficial interest in the property
Has no active duties beyond holding title
Must deal with the property as the beneficiary directs
Has no discretion or independent powers

Think of it as a name-holder:

The bare trustee's name is on the legal title documents, but the substance of ownership - the beneficial interest - belongs entirely to the beneficiary.

Example: Land Held by Bare Trustee

John owns land beneficially. For administrative reasons, he transfers legal title to his friend Sarah as bare trustee. The trust deed states:

Sarah holds legal title only
John retains 100% beneficial interest
Sarah has no powers except to hold title and convey as John directs
Sarah cannot sell, lease, mortgage, or otherwise deal with the land without John's express instruction

In this arrangement:

Sarah is the bare trustee (holds legal title, nothing more)
John is the beneficiary (holds all beneficial interest)
The property is trust property (administered by John as both beneficiary and, if he chooses, as trustee of the trust)

The bare trustee is essentially an empty vessel - a title holder with no substance.

Bare Trustee vs Active Trustee

To clarify the distinction:

Type of Trustee	Powers	Duties	Beneficial Interest
Active Trustee	Manage trust property, make decisions, invest, distribute	Act prudently, in beneficiaries' interest, keep accounts	None (holds for beneficiaries)
Bare Trustee	Hold legal title only	Convey as beneficiary directs	None (holds for beneficiary)

Key difference:

An active trustee manages and administers the trust property actively - making decisions, taking actions, exercising judgment.

A bare trustee simply holds legal title - a passive role with no independent capacity to act.

Companies Act 2006 Recognition of Bare Trustees

Companies Act 2006 explicitly recognizes bare trustees.

When shares are held by a bare trustee, the beneficial owner (beneficiary) is treated as the person with interests in shares for certain purposes. The bare trustee is transparent - looked through to reach the beneficial owner.

This principle extends to companies themselves held as bare trustees:

If a company is bare trustee, the beneficial interest is held by the trust beneficiary. The company holds legal title only - an empty administrative shell.

Part 2: Companies Require Living Agents to Have Capacity

This is fundamental company law - entirely uncontroversial, universally accepted.

A Company Cannot Act By Itself

Established principle:

A company is a legal person, but it is an artificial construct. It has no body, no mind, no hands, no voice. It cannot think, speak, or act of itself.

Key authority: Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705 (HL):

"A corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be found in somebody who for some purposes may be called an agent..."

What this means:

Every action attributed to a company is actually the action of a living being acting in the capacity of agent for that company.

For example:

When "the company" signs a contract, a living being (director, authorized signatory) signs on behalf of the company
When "the company" opens a bank account, a living being completes the forms and provides instructions as agent for the company
When "the company" conducts business, living beings act in their capacity as agents/employees of the company

Without living beings acting as agents, the company can do nothing.

Companies Act 2006 - The Agent Requirement

Companies Act 2006, Section 270:

"A private company must have at least one director who is a natural person."

This is a statutory requirement:

A company must have at least one natural person (living being) as director. Why? Because companies cannot operate without natural persons acting for them.

But note carefully:

The requirement is for a natural person to BE director - meaning to hold the office and be registered as such with Companies House.

This is not the same as a natural person acting as agent for the company's operations.

The distinction matters:

Being registered as director = holding an office
Acting as agent for company operations = actively representing the company in dealings

Both require living beings, but they're separate functions.

Agency Requires Contract

Agency is a contractual relationship.

For a living being to be an agent for a company requires:

Offer (company offers the agency role)
Acceptance (living being accepts)
Consideration (value exchanged - typically salary/fees)
Intention to create legal relations
Certainty of terms
Capacity of both parties

Standard company structure:

Directors are appointed by resolution, accept the appointment, are registered with Companies House, and act pursuant to a service agreement or directorship terms. This establishes the agency relationship.

But if no one is appointed as director (or appointed directors resign/are removed), and no service agreements exist, there is no agency contract.

Without agency contract, there is no one authorized to act for the company.

Part 3: The Company as Bare Trustee in Trust

Now we apply these principles to the specific structure: a company held as bare trustee within a private express trust.

The Structure

Private Express Trust established by trust deed:

Settlor: [Living being] creates the trust Trustee: [Living being, same or different] manages trust affairs Beneficiary: [Living being, often same as settlor] holds beneficial interest Trust Property: Includes [Company Name] as bare trustee

The Company [Company Name]:

Registered at Companies House (legal existence continues)
Vested in the trust by declaration (trust deed states company is trust property)
Holds bare trustee status (legal title only, no beneficial interest)
All beneficial interest in the company vests in the trust beneficiary

What This Means

The company exists in two ways:

1. As a legal entity

Registered at Companies House
Has company number
Legal person status continues
Name can hold legal title to assets

2. As trust property (bare trustee)

Administered by the trust
Holds no beneficial interest
Trust determines if/when company acts
Living beings do not act as company agents without trust authorization

Critical point:

The company's legal existence as a registered entity continues. It remains on the Companies House register. Its company number remains valid. Legal titles held in its name remain valid.

But its capacity to operate as a trading entity depends on having authorized agents - which the trust has not provided.

The Trust Governs the Company

The trust deed establishes:

"[Company Name] is held by this trust as bare trustee. [Company Name] holds legal title only and has no beneficial interest in any property, assets, or activities. All beneficial interest vests absolutely in the beneficiary. The trust shall determine whether and when any representative is authorized to act on behalf of [Company Name]."

What this creates:

Trust is the governing authority over the company
Trust determines company's actions (if any)
Trust has not authorized any representative to act for the company
Company exists as administrative shell, bare title holder
No agency relationship exists between any living being and the company

The company is governed, not ungoverned - but governed by the trust, which has chosen not to authorize representatives for trading activity.

Part 4: Dormant Companies - The Definition

To understand why the company remains dormant, we must understand what "dormant" means in company law.

Companies Act Definition

Companies Act 2006, Section 1169:

A company is dormant during any period in which it has no significant accounting transaction.

Significant accounting transaction means:

A transaction required to be entered in the company's accounting records.

Exempted transactions (do NOT prevent dormancy):

Payment for shares taken by subscribers (initial share capital)
Fees paid to Companies House
Penalties for late filing
Fees for changing company name

Everything else is a significant accounting transaction that would end dormancy.

What Makes a Company Non-Dormant (Active)?

Trading activity:

Sales of goods or services
Purchase of stock for resale
Employment of staff (payroll)
Receipt of income
Payment of operating expenses
Loans made or received (other than shareholder loans for initial capital)
Any commercial activity

The key principle:

If the company is conducting business - buying, selling, employing, contracting, generating income, incurring expenses - it is not dormant.

But what if assets exist in the company's name, and trustees manage those assets?

This is where the distinction between company operations and trust operations becomes critical.

Part 5: Trust Operations vs Company Operations

This is the heart of the matter: distinguishing between the trust managing its property (which includes a company as bare trustee) and the company conducting business.

The Fundamental Distinction

Trust operations:

Trust managing trust property
Trustees acting in fiduciary capacity for trust
Beneficiary enjoying beneficial interest in trust property
Administration of assets held by bare trustee company

Company operations:

Company conducting business
Company agents acting for the company
Company generating income or incurring expenses
Commercial activity attributed to the company

These are not the same thing.

Example: Bank Account in Company Name

Scenario:

Company [Company Name] is bare trustee in the trust. A bank account exists in the company's name at [Bank]. The account holds £50,000.

Question: If the trustee operates this account - deposits funds, withdraws funds, makes payments - is this company trading?

Answer: No.

Why not?

Analysis:

Legal title holder: The company [Company Name] is the name on the bank account (legal title)
Beneficial owner: The trust beneficiary holds beneficial interest in the funds (beneficial title)
Who operates the account: The trustee, acting in fiduciary capacity for the trust, managing trust property
Attribution: The trustee's actions in managing the account are trust operations (trustee managing trust property), not company operations (company conducting business)
Agency for company: For the account activity to be attributed to the company as company operations, the living being operating the account would need to be acting as agent for the company. But no agency relationship exists. The living being is acting as trustee for the trust.

The company's name being on the account does NOT mean the company is operating the account.

The company is the legal title holder - the bare trustee. The trust (through its trustee) is operating the account, managing trust property.

Another Example: Property Held in Company Name

Scenario:

Company [Company Name] (bare trustee in trust) holds legal title to a property worth £300,000. The trustee decides to rent the property.

Question: If the trustee rents the property, is this company trading?

Answer: No.

Why not?

Analysis:

Legal title holder: The company holds legal title to the property
Beneficial owner: The trust beneficiary holds beneficial interest
Who rents the property: The trustee, in fiduciary capacity for the trust, managing trust property
Rental income: Goes into trust accounts (perhaps the company-name bank account, but held for the trust)
Attribution: This is trust activity (managing trust property for beneficiary), not company activity (company conducting rental business)
Agency for company: For this to be company trading, the living being would need to be acting as agent for the company conducting a rental business. But no such agency exists. The living being is trustee managing trust property.

The property being in the company's name does NOT mean the company is conducting property rental business.

The company is bare title holder. The trust is managing the property for the beneficiary's benefit.

The Attribution Principle

For an action to be attributed to a company, the living being taking that action must be acting in the capacity of agent for the company.

This requires proof of:

Agency relationship exists (contract appointing the person as agent/director/employee)
Person was acting within the scope of their authority
Action was taken for the company's purposes, not private purposes

In the trust structure:

No agency relationship exists - Trust has not authorized any representative to act for the company
Living beings act as trustees - In fiduciary capacity for the trust, not as company agents
Actions taken for trust purposes - Managing trust property for beneficiary, not conducting company business

Therefore, actions cannot be attributed to the company.

The living beings are acting in private capacity as trustees, not in agent capacity for the company.

Part 6: Why the Company Remains Dormant

Bringing all the principles together:

The Dormancy Analysis

For the company to be non-dormant (active), it would need to have significant accounting transactions.

For the company to have significant accounting transactions, the company would need to be conducting business.

For the company to conduct business, living beings would need to be acting as agents for the company.

But:

No agents authorized - Trust has not authorized any representative
No agency contracts exist - No appointment of directors, employees, or agents
Living beings act as trustees - Not as company agents
Activities are trust operations - Not company operations
No attribution to company - Actions taken in trustee capacity, not agent capacity

Therefore:

The company has no significant accounting transactions. The company is dormant.

Even though:

Bank accounts in company name exist and are operated
Property in company name exists and is managed
Assets in company name exist and are administered

These are trust operations, not company operations.

What Would Make the Company Non-Dormant?

For the company to become active (non-dormant), there would need to be:

Authorized agents - Trust authorizes a representative to act for the company
Agency contract - Formal appointment of director/agent with contract
Company operations commence - Company conducting business (not trust managing its property)
Accounting transactions - Company receiving income, paying expenses, conducting commercial activity
Attribution to company - Actions taken by authorized agents in their capacity as agents for the company

Unless these conditions are met, the company remains dormant.

Companies House Perspective

From Companies House's perspective:

They see:

Company registered
Company number issued
Annual confirmation statements filed (company still exists)
Accounts filed showing dormant status

They do NOT see:

Trust structure (trust is private arrangement)
Who operates bank accounts (not Companies House concern)
Who manages assets (not reported to Companies House unless company is trading)

Companies House dormancy determination:

Based on accounts filed. If accounts show no significant transactions, company is dormant. The fact that assets exist in company name, or bank accounts in company name are operated, does not appear in company accounts if the company isn't trading.

The company's accounts would show:

Balance sheet: possibly assets (if reported), possibly liabilities, equity structure
Profit & Loss: no income, no expenses (because trust operations are not company operations)
Dormant company indication

This is accurate: the company IS dormant, even though trust operations continue using legal titles the company holds as bare trustee.

Part 7: Practical Application and Evidence

How does this work in practice, and what evidence demonstrates the distinction?

Trust Deed Provisions

The trust deed should clearly state:

BARE TRUSTEE STATUS

[Company Name], company number [NUMBER], is held by this Trust as bare trustee.

[Company Name]:
(a) Holds legal title only to any assets registered in its name
(b) Has no beneficial interest in any such assets
(c) Has no independent powers or discretion
(d) Shall act only as directed by the Trust
(e) All beneficial interest in any assets held in [Company Name]'s name 
    vests absolutely in the beneficiary

AUTHORIZATION OF REPRESENTATIVES

The Trust has not authorized any representative to act on behalf of 
[Company Name] for the purpose of trading, commercial activity, or 
business operations.

Any living being acting in relation to assets held in [Company Name]'s 
name acts in the capacity of trustee or beneficiary of this Trust, 
not as agent, director, or representative of [Company Name].

This establishes in writing:

Company's status as bare trustee
No beneficial interest in company
No authorized representatives for company operations
Capacity in which living beings act (trustee, not agent)

Bank Account Documentation

When operating bank accounts in company name:

The trustee should maintain records showing:

Capacity statement: "I, [Trustee Name], act in my capacity as trustee of [Trust Name], managing trust property which includes the bare trustee company [Company Name]. I do not act as director, agent, or representative of [Company Name]."
Transaction records: Showing transactions are trust operations (managing trust assets for beneficiary), not company operations (conducting business)
Beneficial ownership: Records showing beneficial ownership of funds vests in trust beneficiary, not company

For bank's beneficial ownership requirements (AML/KYC):

The bank may require disclosure of beneficial owners. For a company held as bare trustee, the beneficial owner is the trust beneficiary (person with >25% interest), not the company.

The bank should be notified:

Company is bare trustee
Beneficial interest vests in trust beneficiary
Account operated by trustee managing trust property

Property Records

For property held in company name:

Land Registry (if applicable):

Legal title registered to company name
Restriction or notice can be registered noting company holds as bare trustee
Trust deed evidences beneficial ownership

Insurance, utilities, maintenance:

May be in company name (legal title holder)
Operated by trustee managing trust property
Not company operations (company not conducting property business)

Correspondence and External Dealings

When dealing with third parties regarding assets in company name:

Trustee should clarify capacity:

From: [Trustee Name]
Trustee, [Trust Name]
In Fiduciary Capacity Only

Re: [Asset held in Company Name]

I write in my capacity as trustee of [Trust Name], which holds [Company Name] 
as bare trustee. [Company Name] holds legal title to [asset]. The beneficial 
interest vests in the trust beneficiary.

I do not write as, or act as, director or representative of [Company Name]. 
I act solely as trustee managing trust property.

[Signature]
[Trustee Name]
Trustee
Not as or for [Company Name]

This establishes for the record:

Capacity in which communication occurs (trustee)
What capacity is NOT being exercised (company agent)
Status of company (bare trustee)

Part 8: Common Questions and Challenges

Question 1: "If the trustee operates the company's bank account, isn't the trustee acting as an agent for the company?"

Answer: No.

Agency requires:

Appointment (offer and acceptance of agency role)
Authority (scope of authority defined)
Acting for the principal (company) within that authority

The trustee has:

No appointment as agent for the company
No authority granted by the company
No intention to act for the company

The trustee acts:

In fiduciary capacity for the trust
Managing trust property (which includes legal titles held by bare trustee company)
For the benefit of the trust beneficiary, not for the company

Same action, different capacity:

A trustee signing a check from a bank account in company name:

Is NOT: Acting as agent for the company conducting business
IS: Acting as trustee managing trust property that happens to be held in company name

The name on the account doesn't determine capacity. The intention and relationship determine capacity.

Question 2: "Won't Companies House require dormant company accounts showing any assets?"

Answer: Dormant company accounts are simplified.

Companies Act 2006, Section 444(2A):

Dormant companies can file simplified accounts - typically a balance sheet only, with minimal detail.

If company holds assets as bare trustee:

Option 1: Don't show on company accounts

Assets are trust property (beneficially owned by trust beneficiary)
Company is bare legal title holder only
Beneficial interest not in company, so assets not company assets for accounting purposes
Company accounts show minimal balance sheet, dormant status

Option 2: Show as held in trust

Balance sheet shows assets with offsetting beneficial interest liability
Notes state assets held as bare trustee, no beneficial interest
Net position: company has no beneficial assets
Still qualifies as dormant (no trading activity, no income/expenses)

Either approach maintains dormancy:

Dormancy is determined by transactions (trading activity), not by legal titles held as bare trustee.

Question 3: "What about director requirements - doesn't the company need a director?"

Answer: This is a complex area with practical considerations.

Companies Act 2006, Section 270 requires a company to have at least one director who is a natural person.

Options for compliance:

Option 1: No registered director

Company technically in breach of s.270
Companies House may strike off for non-compliance
Risk: company dissolved

Option 2: Registered director with disclaimer

Living being appointed and registered as director
Director executes disclaimer: "I am registered to satisfy s.270 requirement only. I do not act as director for company operations. No authority to bind company. Company is bare trustee administered by [Trust Name]."
Resignation can occur later, but triggers s.270 issue again

Option 3: Trust as director

Some jurisdictions allow corporate directors
Trust entity (if it has legal personality) could be registered
UK: at least one director must be natural person (s.270)

Practical reality:

This is the tension in the structure. The law requires a natural person director, but the trust position is that no one is authorized to act for the company.

Possible resolution:

Registered director for compliance
Clear disclaimer that director does not act
Trust governs, no operations authorized
Director registration ≠ director actually acting
Maintain distinction between holding office (compliance) and exercising office (operations)

This is an area where legal advice specific to your situation is essential.

Question 4: "Could the trust's management of assets in company name be interpreted as the trust acting AS the company?"

Answer: No - the distinction is maintained through capacity and intention.

The trust is not "acting as the company."

The trust is acting as the trust:

Trustee acts in fiduciary capacity for trust
Managing trust property
For benefit of beneficiary
Company is merely the bare legal title holder (trust property)

The company is not acting at all:

No authorized agents
No one acting in capacity of agent for company
No trading activity
Remains dormant

Analogy:

If you own shares in a company, and you (the shareholder) receive dividends, you're not "acting as the company." You're acting as the shareholder (beneficial owner) receiving benefits from your property (the shares).

Similarly, the trust (beneficial owner of everything held in bare trustee company name) receives benefits from its property. The trust is not acting as the company - it's acting as the beneficial owner.

Question 5: "What if someone claims the trustee's actions should be attributed to the company?"

Answer: The burden of proof is on the claimant to establish agency.

For actions to be attributed to a company, the claimant must prove:

Agency relationship existed - Contract or appointment making the person an agent
Person acted within scope of authority - The action was within their authorized role
Person acted for the company - Intended to bind or benefit the company

In this structure:

No agency relationship - No appointment, no contract, no acceptance of agency role
No authority exists - Trust has not granted authority to anyone to act for company
Person acted for trust - Trustee acting in fiduciary capacity for trust, not for company

Claimant cannot prove what doesn't exist.

The trustee can state:

"I acted in my capacity as trustee of [Trust Name]"
"I did not act as, or for, [Company Name]"
"No agency relationship exists between me and [Company Name]"
"No authorization has been given to anyone to act for [Company Name]"

Without proof of agency, attribution fails.

Part 9: Benefits and Risks of This Structure

Benefits

1. Separation of beneficial interest from legal title

Beneficial interest vests in trust beneficiary
Legal title held by bare trustee company
Protection of beneficial interest from claims against legal title

2. Company remains dormant

No trading activity
No corporation tax on trading profits (no profits)
Simplified compliance (dormant company accounts)

3. Trust governs

Trust determines if/when company operates
Trustee manages trust property in beneficiary's interest
No unauthorized company activity

4. Privacy

Trust is private (not registered publicly)
Company is registered but dormant
Beneficial ownership in trust, not company

5. Asset protection

Assets in company name as legal title
Beneficial interest separated
Claims against company may not reach beneficial interest

Risks and Challenges

1. Director requirement (s.270)

Company needs natural person director
Tension with "no authorized representative" position
Potential strike-off if no director

2. Scrutiny risk

Structure may attract attention if disclosed
Requires careful explanation
Must maintain clear documentation

3. Bank account challenges

Banks may not understand structure
May require company director signature
AML/KYC requirements may complicate

4. Misunderstanding by third parties

Name on legal title assumed to be operator
Requires explanation and correction
May complicate transactions

5. Maintenance required

Clear documentation essential
Capacity clarifications needed in correspondence
Consistent application of principles
Annual filings still required

When This Structure Works

Best suited for:

Holding assets long-term (property, investments)
Beneficiary wishes to separate beneficial interest from legal title
Privacy and asset protection goals
Understanding of legal distinctions and willingness to maintain them

Less suited for:

Active trading business (company needs to operate, requires agents)
Situations requiring frequent dealings with unsophisticated third parties
Where bank account operation is contentious
Where director requirement cannot be practically satisfied

Part 10: Maintaining the Distinction - Practical Guidelines

To maintain the clear distinction between trust operations and company operations:

1. Documentation

Trust Deed:

Explicitly states company is bare trustee
Clarifies no authorized representatives
Defines capacity in which living beings act

Capacity Declarations:

All correspondence from trustee capacity
Clear statement: not acting as/for company
Signature blocks clarify capacity

Records:

Maintain trust records separately from any company records
Show transactions as trust operations
Evidence beneficial ownership

2. Bank Accounts

Open in company name if needed, but:

Notify bank of bare trustee status
Provide trust deed
Clarify beneficial ownership (trust beneficiary)
Operate from trustee capacity

Alternative:

Open accounts in trustee name: "[Trustee Name], Trustee of [Trust Name]"
Avoids company name on account
Clearer capacity distinction

3. Property and Assets

If held in company name:

Register restriction noting bare trustee status (if possible)
Maintain trust records of beneficial ownership
Operate from trustee capacity
Clarify in any dealings

If acquiring new assets:

Consider holding in trustee name rather than company name
Avoids need for explanation
Clearer beneficial ownership

4. Correspondence

Template for external communications:

From: [Trustee Name]
      Trustee, [Trust Name]
      In Fiduciary Capacity Only

Date: [DATE]

Re: [Matter regarding asset in Company Name]

I write in my capacity as trustee of [Trust Name], which holds 
[Company Name] as bare trustee.

[Company Name] holds legal title to [asset/account/property]. 
Beneficial interest vests in the trust beneficiary.

I do not act as, or for, [Company Name]. I act as trustee 
managing trust property.

[Content]

[Signature]
[Trustee Name]
Trustee, [Trust Name]
In Fiduciary Capacity Only
Not as or for [Company Name]

5. Annual Filings

Companies House:

File confirmation statement (company still exists)
File dormant accounts (no significant transactions)
Maintain registered office
Satisfy director requirement (with disclaimer if possible)

Trust:

Maintain trust accounts (separate from company)
Show trust operations
Document beneficial interest

6. Responding to Challenges

If someone claims actions are company operations:

Clarify capacity: "I acted as trustee, not as agent for company"
Request proof: "Please provide evidence of agency relationship"
Explain structure: "Company is bare trustee administered by trust"
Cite authority: Companies require agents; no agent authorized

If bank requires company director signature:

Explain structure: Company is bare trustee, trustee operates trust property
Provide trust deed: Evidence of structure
Alternative: Open account in trustee name if bank won't accept
Last resort: Registered director signs with disclaimer in trustee capacity

Conclusion: The Legal Position Is Clear

When a company is held as bare trustee in a private express trust:

The company:

Continues to exist as registered entity
Holds legal title to any assets in its name
Has no beneficial interest (bare trustee)
Has no authorized agents or representatives
Cannot conduct business (no agents to act)
Remains dormant (no significant transactions)

The trust:

Administers the company (trust property)
Determines if/when company operates
Has not authorized operations
Manages assets held in company name
Operates for beneficiary's benefit

The trustee:

Acts in fiduciary capacity for trust
Manages trust property (including bare trustee company)
Does not act as agent for company
Actions are trust operations, not company operations

Living beings:

May act as trustees (for trust)
Do not act as agents (for company) unless authorized
Actions in trustee capacity cannot be attributed to company
Must prove agency for company operations to exist

The result:

Trust operations (trustee managing assets for beneficiary) ≠ Company operations (company conducting business through agents)

A bank account in company name, operated by trustee, is:

Trust property (beneficially)
Managed by trustee
For beneficiary's benefit
NOT company trading

A property in company name, managed by trustee, is:

Trust property (beneficially)
Managed by trustee
For beneficiary's benefit
NOT company property business

The company remains dormant because:

No agents authorized
No business conducted
No significant transactions
Trust operations ≠ company operations

This is not a loophole or trick. This is the correct application of:

Company law (companies require agents)
Trust law (bare trustee holds legal title only)
Agency law (agency requires contract)
Equity (substance over form - beneficial interest separated from legal title)

Understanding this distinction is essential for anyone operating a trust structure with a company as bare trustee.

The company can remain dormant indefinitely while the trust manages assets held in the company's name - because trust operations are not company operations, and company operations cannot exist without authorized agents.

This article is based on established principles of company law, trust law, agency law, and equity. It reflects the legal position in England and Wales under the Companies Act 2006 and common law principles. Individual circumstances may require specific legal advice.

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