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Professional directors and nominee shareholders

Specialists of the company Damelaw Consulting recommend use of services of nominee directors and shareholders, to eliminate reference to the names of true owners of the offshore organization in the founding and other documents, especially if the registration is done in the country where the information about the participants of the enterprise is publicly available. Typically, nominee services are used in order to ensure the highest degree of confidentiality of the client's business.

Nominee Director (Nominee Director) –
is a person who is registered in the public registry as a director of the company, but being formally appointed therefore and does not take part in the actual management of the company. In practice, this service is used very often, but is not mandatory.

Fiscal and monetary authorities of many states, carefully monitor that those citizens pay their taxes in full. According to the legislation of some countries information on shareholders and directors should be available to the public and is registered in the public register of companies. Thus, to ensure the anonymity of the real owner of the company can only be by using nominee services of directors and shareholders, as in this case at a public registry will be registered just their names.

Nominees do not have to take part in the management of the offshore company. If you resort to the services of a nominee director or shareholder, their names will appear in all of the founding documents of the organization. In this case, you will be given a general power of attorney (Power of Attorney), according to which you are entitled to manage the company in its sole discretion, to sign agreements and contracts, open bank accounts, to carry with them in various ways, etc.

The use of nominee directors, who has the status of a resident of a neutral country, makes for an offshore company to be considered as a non-resident, therefore a company is not a subject to tax on its income.

The true owners of the company may lose anonymity in case of signing documents as directors.

The use of nominees greatly simplifies the procedure of registration of the company: firstly, because the formulation of founding documents takes much less time, and secondly, guaranteed submission of documents to the Registrar of Companies in due course and, thirdly, the real owner of the company does not need to visit the country of registration for signing of all necessary documents.

Nominee shareholders (Nominee Shareholder) - it's formal or nominal holder of the shares of the company, appointed by the actual shareholder. At any time, the real owner of the shares may request the nominee shareholder to transfer shares to another person that he would appoint.

However, it is necessary to take additional steps to ensure the rights and the legal protection of the beneficial owner of the company. This can easily be solved by means of a document called declaration of trust, which is very well known in international practice. Executed by a nominee shareholder this document serves to confirm and at the same time to prove who is the true owner of the company, and involves the responsibility of nominees before the court in the case of exceeding their powers.

The use of nominee director and shareholder provides anonymity to the true owner of the company, and protects him/her from the increased attention on the part of public authorities, which has all the necessary information they need to find out whether or not businessman holds shares of a foreign organization.


Company Damelaw Consulting offers its clients services of professional directory and nominee shareholders that contribute to the higher level of confidentiality of their business.