Trinity Road & Michael's Resignation Limited

June 25th, 2009 | Filed Under: Uncategorized

At the end of last month (May) we moved into a new production office/flat in Balham (Trinity Road, SW17) so we had a central place to co-ordinate the project from. Nearest tube in Tooting Bec (Northern line) and nearest overground is Wandsworth Common (Victoria), and we’re directly opposite Holy Trinity church and the BP garage, as well as next to the fire/police stations. Investors are of course more than welcome to come over whenever they like for a coffee/beer/glass of wine to talk about how things are going or just simply for a chat. Over the last few weeks we’ve created a radio station, tv crew, editing facilities, photographic studio and short film location in it to make as much use of the resource as possible. It’s taken us a little while to settle in to the new place and every day there have been people coming in and out non-stop for meetings and socials whilst we’ve been getting up on our feet – the sheer logistics of moving things and people is harder work than you ever expect it to be.



Spending so far
Our main priority in the last few weeks since raising our initial public funding has been to contain expenditure as much as possible whilst acquiring as much as we can on barter. Around £13k (~30%) has been spent over approximately 6 weeks, as projected for the first bump. The lion’s share has been on paying up the production office rent in advance (£9k) with the £4k remainder on minor capital purchases (office equipment, audio/video hardware), travel, subsistence (food/drink), as well as small contract payments to individual people (graphic design, director, actor etc).

Limited Company
Investing in film “units” is very strange terminology, but it was originally written that way as the word “share” is extremely sensitive; the FSA, Companies House and the legal beagles we consulted were all very clear that we needed to be very careful about the language we used, particularly as creating confidence and transparency was so important. We’ve now packaged everything up into a UK Limited company called MICHAEL’S RESIGNATION LIMITED at Companies House. The company number is 06931067, the appointed accountant/auditor is Carol Grenville Barker, the appointed solicitors are Gardner & Partners (based in Surrey) and the registered address can be found via a Companies House search. We are in the process of registering for VAT.

The 3 directors are Alex Cameron (chairman), Peter Reed (executive producer) and Clare Beaumont (secretary) and it was incorporated with 100,000 ordinary shares that are currently held in treasury. All of the intellectual property rights (IPR), revenues, accounts and legalities of the film are encased together in one single package that are governed by UK regulation, ready for a larger purchaser to acquire outright very simply once the film is ready for distribution.

What this means for investors is that they have an investment in a UK limited company now rather than a movie project, and it gives everyone an extra layer of accountability and safety. We are governed by all the laws and regulations that any other company are, and instead of just having “units”, they will have a recognised and typical shareholding. The investors, actors and crew will all be put down as shareholders with a % of the company with official paperwork, and are entitled to dividends and/or to profit from the sale of their shareholding. Companies House isn’t exactly friendly to the idea of 700+ people being recorded as shareholders on paper, so we’re working out a way to wrap everyone up into 1 entity, or person, almost like a “class action” shareholder.

None of this affects anyone’s shareholding or investment – it simply packages and secures it legally to give them more security. Because of company structuring rules, the producer has to retain a minimum majority shareholding of 25%, but the public shareholding will be tied to around 5 – 20%.

You can view the company information, and read up on all the rights/regulations via the Companies House website:
http://www.companieshouse.gov.uk/

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