PDA

View Full Version : Hide a company



Mustafa
05-17-2012, 11:07 PM
If you were responsible for buying properties, and creating subsidiary companies for a corporation, and knew you were going to be fired. How could you purchase a piece of property and hide it from the parent company? Could you create a subsidiary of a subsidiary of a subsidiary?

FalconMage
05-17-2012, 11:22 PM
I think it depends on the firing, and the reason for it. Rough example: If you're bring fired for sexual misconduct, your job actions might not undergo the same level of scrutiny as if you were being fired for fiscal misconduct.

Maybe even less scrutiny if it was more of a layoff or downsizing.

Xelebes
05-17-2012, 11:29 PM
If you were responsible for buying properties, and creating subsidiary companies for a corporation, and knew you were going to be fired. How could you purchase a piece of property and hide it from the parent company? Could you create a subsidiary of a subsidiary of a subsidiary?

Question: what are they being fired for and how long do you need this to go unnoticed?

What you describe though is someone who is running the ship. The person sounds like a developer who decides on what land he is going to purchase and set up a corporation for each project. If the ship is really large, purchasing and projects would be separated.

jclarkdawe
05-17-2012, 11:49 PM
What country? How sophisticated? Who is he trying to hide this from? Just the company he works for? And is this going to be different from his other transactions?

But here's the kicker with real estate. You don't have to record a real estate transaction with the appropriate registry of deeds, but if you don't record it, the seller can resell the land and you have no title. (Yes, I know for the attorneys in the audience I'm grossly oversimplifying this, but none of us want to do a first year course in property law.)

Once you record it, anyone can look up the name of the registered owner, which requires a mailing address. Or wait until property taxes come due and see who pays them. You can bury the ownership in real estate so that it becomes a crap load of work to discover the owner, but given some time and given some money, you can find this out.

Best of luck,

Jim Clark-Dawe

Peter Graham
05-18-2012, 12:06 AM
If you were responsible for buying properties, and creating subsidiary companies for a corporation, and knew you were going to be fired. How could you purchase a piece of property and hide it from the parent company? Could you create a subsidiary of a subsidiary of a subsidiary?

You can in Britain, in that Company A can hold 100% of the shares in Company B. However, you have to lodge paperwork at Companies House each year which identifies Directors and changes to the company ownership. If you failed to do so, the Company would eventually be struck off the record for non-compliance and any assets owned by the Company would become "bona vacantia", which effectively means they revert to the Crown (or the Duke if the Company is registered in a county palatine). Such a Company can, however, be restored.

So, the trick would be to set up Company B in such a way that Company A didn't know it owned it. This means that you would need to be a director, company secretary or representative of A, so that you could sign the incorporation forms for Companies House on behalf of A. Your character would also need to register B at a different address to A. Alternatively, your character might forge the details, although the address given would have to be one which character could access in order to deal with any official correspondence. There would then be a publicly accessible record at Companies House, but if no-one at Company A knew about Company B, they'd have no reason to access those records and so might never find out. Of course, if they did find out, there would be an almighty stink.......

Regards,

Peter

Xelebes
05-18-2012, 12:13 AM
What country? How sophisticated? Who is he trying to hide this from? Just the company he works for? And is this going to be different from his other transactions?

But here's the kicker with real estate. You don't have to record a real estate transaction with the appropriate registry of deeds, but if you don't record it, the seller can resell the land and you have no title. (Yes, I know for the attorneys in the audience I'm grossly oversimplifying this, but none of us want to do a first year course in property law.)

The only problem with using this is that either a) you need to sell the land by truthiness and resell or b) you need to purchase with truthiness and ???.

Snick
05-18-2012, 12:21 AM
I assume that you want the person fired to end up with the property. If that is the case, then subsidiaries won't help, because te parent corporation ultimately owns the property. I suspect that the best way would be to use a real estate trust with a shill as the trustee. The shill would have to be under contract to perform certain transfers, or the shill could simply hand off to someone else. I have seen transactions that had all of the signs of being by shills, and everything worked just fine. Using a trust puts cetain requirements on the trustee that would not exist without the trust.

Mustafa
05-18-2012, 01:38 AM
Let me try to clarify what I want.

I'm trying to make this believable: I have a lawyer working for a huge multinational, billion dollar company. He is based in the USA. He is a contracts/real estate lawyer. The company acquires properties by the truck load. The lawyer in question, runs the division of lawyers who do the paperwork for those transactions.

What I want is for this lawyer to purchase a piece of property. A small office building. And then I want him to bury the record of it so that no one really knows it's there. If someone really looked hard, I'd want them to be able to find it, and the records that showed the lawyer as the one who did the paperwork for the acquisition.

I want him, upon getting fired, to use that building as a base to plan his nefarious deeds. He doesn't have to own it. He just has to be reasonably certain that the company is not going to stumble onto it. He has to use it for 15 years, undetected.

I thought maybe a subsidiary of a subsidiary could "buy" the property without being told they bought the property.

evilrooster
05-18-2012, 01:48 AM
Two suggestions:

1. Simple misfiling of the records. A useful way to do this would be to have a name that can be spelled in different ways and/or alphabetized in different places. McCloud vs McLeod; McDonald vs Macdonald. This has the advantage that if you get caught doing it, you can claim it was human error.

2. Sell the property for a nominal sum to a shell company. The records of purchase and sale will be in the books, and therefore discoverable; the fact that the sale was not at arm's length or necessarily at market value might not be.

Snick
05-18-2012, 02:23 AM
Let me try to clarify what I want.

I'm trying to make this believable: I have a lawyer working for a huge multinational, billion dollar company. He is based in the USA. He is a contracts/real estate lawyer. The company acquires properties by the truck load. The lawyer in question, runs the division of lawyers who do the paperwork for those transactions.

What I want is for this lawyer to purchase a piece of property. A small office building. And then I want him to bury the record of it so that no one really knows it's there. If someone really looked hard, I'd want them to be able to find it, and the records that showed the lawyer as the one who did the paperwork for the acquisition.

I want him, upon getting fired, to use that building as a base to plan his nefarious deeds. He doesn't have to own it. He just has to be reasonably certain that the company is not going to stumble onto it. He has to use it for 15 years, undetected.

I thought maybe a subsidiary of a subsidiary could "buy" the property without being told they bought the property.

I still think that using real estate trusts would be the way to go. He could set up a trust with him as the trustee, and, unless the trust ageement was crefully written he could remain the trustee after being fired. A trustee is theowner wuld holds something in trust for othes. After being fired he could sell the building for a nominal sum to another entity. As long as he didn't violate the trust it would be legal. Stacks of wholly and partly owned subsidiaries are trouble, and most corporations shy away from those. Even CDO's are usually held by trusts.

Then there are some of the peculiar sorts of entities like partly owned offshore corporations. Nominee trusts. partnerships, etc.

If you feel comfortable with it being a corporation, then go that way. A joint venture corporation based in some country with strange lawsmight work. Then your hero could go there and act as the CEO of that corporation before the home offie figured out what he was doing. The other owner could be the Crown Prince.

Snick
05-18-2012, 02:25 AM
1. Simple misfiling of the records. A useful way to do this would be to have a name that can be spelled in different ways and/or alphabetized in different places. McCloud vs McLeod; McDonald vs Macdonald. This has the advantage that if you get caught doing it, you can claim it was human error.


Errors like that are common in registries of deeds but it wouldn't do what he wants unless the deed was well hidden in the records. .

jclarkdawe
05-18-2012, 03:17 AM
So basically you want to hide it in plain sight? I'm presuming you know what a normal deed looks like, otherwise this won't make sense.

Here's how I'd go about it. You need a large parcel of land owned by multiple separate owners, preferably next to the office building. I'd set up a bunch of shell companies to acquire the various lots. You do this legitimately to avoid the appearance of one purchaser looking to acquire land, driving up the price, so it's not something anyone in his company would think about.

Let's say the company is putting in a mall, covering 300 acres including the parking lots. To acquire all the land required buying fifty different lots, for which you used ten different companies. Oh, yeah, you've got one deed for the office building.

Now you take all those deeds and transfer them to a new holding company, so that all the land has a common ownership. Normally you'd do this by writing one deed from each of the ten different companies. However, because you no longer have to worry about someone driving the price up, you decide to write one deed listing all of the lots, with all of the grantors on this one deed. Realize that this deed is going to be long, and complicated.

And oh, yeah, you add in the deed for the office building. But instead of making sure it's listed in a clear fashion, you forget to include a line break and run it into another description. Whoops. The secretary screwed up. And you haven't broken any laws.

You then take this entire mess and go in front of the zoning board, drop off the office building, and get approval from the zoning board to build your company's mall and combine your little lots into a big one. You set up a management company to manage the mall, responsible for paying the property taxes among other things.

The company is happy with its new mall, and makes lots of money from it.

Meanwhile, the office building has gotten lost in the shuffle. You set up a management company to manage it, and make sure that it is managed in such a fashion that it doesn't make any money. It files a separate tax return from the big company, but since it is washing on income and expenses, there's no tax liability, and maintains a nice low profile.

At any point after the office building is shed out of the big lot, you can explain it by a simple typo. Biggest stumbling block will be the financing portion, but if this mess is confusing enough, you can lose things.

Best of luck,

Jim Clark-Dawe