Nominee Director and Nominee Shareholder

Some jurisdictions require the disclosure or declaration of the company’s directors and shareholders for public records. Both nominee directors and nominee shareholders are important in keeping your personal information confidential.

Nominee Director

A nominee director is a person who acts as a non-executive director on the board of directors of a firm, on behalf of another person or firm such as an bank, investor or lender. Also, a resident in a tax haven who lends his or her name to a non-resident as a trustee on the board of an offshore firm in that haven. Typically there is no shareholding requirement for the nominee director but, if the bylaws of a firm impose a sharequalification, he or she must obtain them within the specified period. Some jurisdictions allow a firm to be named as a nominee director of another firm. Also called straw man.

A nominee director represents the director of the company and is used for security reasons to protect the personal information of the actual director. A nominee director will disclose the necessary information such as ID’s and passport numbers without you having to share what you don’t want to. This means that the nominee director volunteers another set of information in place of your own.

Control of your business activities, bank accounts and other managerial endeavors are still entitled to you and will not be hindered by the nominee whose role is restricted to that of company incorporation. The advantage to having a nominee is that you will have the opportunity to incorporate in tax havens like Seychelles and Hong Kong with less personal risk.

It is recommended to appoint a nominee director offshore from where the client resides to better protect you. When both parties are located in the same country under the same laws, the security provided by the nominee director to you is compromised as all systems apply to both of you. To avoid this risk, you should live in different countries.

Nominee Shareholder

When a company is incorporated, any country standard would require for you to be represented with a number of shareholders. Laws would usually call for the shareholder’s personal information. For business owners or individuals who don’t feel comfortable disclosing about themselves, contracting a nominee shareholder to fulfill government requirements is generally an acceptable alternative.

A nominee shareholder will disclose the necessary information such as ID’s and passport numbers without you having to share what you don’t want to. This means that the nominee shareholder volunteers another set of information in place of your own. This way, your information is secured while you (or the actual shareholder) maintain actual ownership of the shares.

Requirements

The following information is required for the appointment of nominee directors and nominee shareholders:

• Names and addresses of the owners and all beneficiaries of the company as well as proof of identity.
• Complete contact information (telephone, fax and/or email).
• An annual fee.
• The nature of the business.
• Your undertaking to inform of any changes.