Nominee Director Service
Our nominee director service is used to ensure the highest degree of privacy and confidentiality. We can now provide our clients with a nominee director service in relation to both UK and offshore registered companies. Under the law of some countries information on directors and/or shareholders must be registered in the public files of the Companies Registry. Therefore only by using nominee directors and/or shareholders can the client's anonymity and confidentiality be ensured.
Appointed nominees are not actually entitled to manage the company and have no powers or responsibilities. We can provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities, open and operate the company's bank accounts.
Third party directors with residential status in a fiscally neutral country are used so that the offshore company cannot be considered resident for tax purposes and liable to tax at local rates on worldwide income in countries with onshore legislation.
Since the address of the Nominee Director will be one of ours, we will from time to time receive correspondence which will require the attention of the person requesting the Nominee Director Service. As part of the service we will forward these documents. Please note that this address should not be used for any trading purposes or general correspondence, or for any form of advertising. The address is only to be used to comply with the requirements of the Companies Act in relation to official mail and documents.
Foreign registered Holding Companies and other Offshore Companies
For international tax planning it can sometimes be advantageous to migrate the residence of offshore companies or foreign-registered holding companies into the UK, we can implement such procedures.
Reholder services
We can provide a corporate nominee in whose name the shares of any given company will be registered. We will then draw up a letter of trust in favour of the beneficial owner, which provides that our nominee will vote the shares in accordance with the nominee’s instructions; and will assign all profits payable on the shares (e.g. dividend income) to the beneficial owner.
Commercial Confidentiality
The basic function of the Nominee Director is to shield working executives of Limited and other companies from the public disclosure requirements that exist in the jurisdiction. It is a perfectly legal device which preserves the privacy of an individual.It is designed to help a person who would rather not disclose their interest or association with a given corporate body. Anyone performing a Company Search on a company with a Nominee Director would be unable to discover in whose name the Nominee Director was registered.
Reasons for having a Nominee Director
Given that company law and the companies’ legislation of many jurisdictions require the public disclosure of the identity of company directors our service is made available to offer legitimate confidentiality.The two areas where confidentiality is often required:
For commercial reasons, the provision of certain services which may be in competition with existing customers. Protecting the identities of the parties who are the owners of or associated with valuable companies or other assets.
Nominee Director Service
Should you need a short term nominee director; the beneficiary of the company will need to sign a contract with us so that we can act on behalf of the company as the nominee director, in a limited capacity.
Appointment of the new Director
You will need to sign a deed in the notary's office which confirms our resignation as the previous director and appointing yourself as the new director or you can sign a Power of Attorney instructing us to sign the deed of appointment on your behalf
As soon as this deed is signed, your company is ready for trading
Shadow directors
In addition to those who are formally appointed as directors, any person, other than a professional adviser, with whose instructions the directors of the company normally comply is a 'shadow director'. In other words, where a person who is not a director exerts such an influence over the company's directors that those directors are accustomed to acting in accordance with that person's instructions, that person is a shadow director. The significance of being a shadow director is that a shadow director has many of the legal responsibilities of a director.
Executive directors
Executive directors are directors of the company who are involved in the day to day management of the company. As these individuals are involved in the management of the company they may, in practice, have specific titles within the company, for example, managing director, finance director, marketing director etc.
Non-Executive directors
Non-executive directors are not involved in the day to day management of the company and are appointed from outside the company. The rationale behind appointing non-executive directors is that, as they are not involved in the day to day management of the company, they can bring an independent voice and perspective to the board.
Nominee Director Limitations
The Nominee is a director of a company in name only and has no other powers or responsibilities.The Nominee Director cannot and will not enter into any business contract, financial or moral commitment. The Nominee Director cannot sign any official forms or verify that any information provided to Government Agencies, including Tax Authorities, is correct.
Our UK Nominee Director service will be of particular relevance to the following clients: UK Holding and Royalty Companies.
To come within the ambit of the UK’s double tax treaty network, it is normally essential that UK company is managed and controlled effectively from the UK (ie: is a tax resident of the UK for the purposes of a UK tax treaty). The UK’s double tax treaties provide UK companies beneficially entitled to dividend interest and royalty income with generous relief's from foreign withholding taxes. Our UK director service provides a clear basis for claiming treaty relief on behalf of UK companies, even where such companies are foreign-owned.
Nominee Director Conditions
When you use us as Nominee Directors for your company, you must be aware of the following: The Nominee Director is responsible for the company before the law of the jurisdiction of residence.
The beneficial owner has an obligation to send records about activity of the company, so that the company can complete tax and government records. Certain taxes need to be paid by the Nominee Director on behalf of the beneficial owner. VAT normally needs to be paid quarterly, and Corporate Tax needs to be paid annually. Annual Taxes need to be paid, usually at the start of the calendar year. It is the obligation of the beneficial owner to be aware of the taxes to be paid, and arrange to send the appropriate fees to us in advance.
If the beneficial owner does not appear to keep to their obligation, any Power of Attorney or apparent Power of Attorney will be revoked, and the appropriate authorities will be told that the company is no longer active.
We can provide their clients with a UK corporate director service in relation to both UK and foreign registered companies. There is a legitimate need for reliable UK director services backed by knowledge of UK and international tax planning principles, and UK company law. We cannot provide nominee director services for Ireland.
Foreign-registered Holding Companies and Other Offshore Companies
For reasons of international tax planning it can sometimes be advantageous to migrate the residence of offshore companies or foreign-registered holding companies into the UK.