Nominee services are typically provided by an intermediary to disguise the beneficial owner's business. Nominee services refer to nominee shareholder and nominee director. As a rule, the nominee services should also be a P.O. Box service (office address for correspondence purposes). Nominee services are suitable for large corporate structures for tax planning purposes and often contain international elements. For example, the final beneficiary is based in another country and not within the company itself.
Nominee shareholder services are typically provided on the basis of a declaration of trust, with the nominee declaring that they hold shares on behalf of anyone else and are not authorized to make decisions in the company, vote at a shareholders' meeting, or receive dividends, it unless the customer has expressly instructed it to do so. The nominee has no right to sell shares unless the customer requests it. However, the client and the nominee can agree on certain tasks that the nominee should perform. Such tasks are often entrusted to lawyers and lawyers who are active in this field and who can protect the interests of the client.
Nominee Director, also known as the “Shadow Director”, who normally only appears for official records, while the company is practically managed by the customer by proxy. Based on the authorization, the customer can open a bank account and acquire full management and control of the company.
Benefits of nominee services
The benefits of using nominee services can be seen in cases where an entrepreneur wants to maintain his privacy and reduces visibility in official records or does not want his name to be associated with the company in question. In addition, there may be a situation where a person has restrictions in performing the intended activity or when the law requires local management, such as a local secretary in Hong Kong.
When quick action is required to register a business overseas in the event the client cannot travel, it is often more convenient to temporarily appoint a local business manager. When the intent is to open a business in a foreign jurisdiction such as BVI, Belize, Hong Kong, it can be physically complicated to show up in person.
Nominee services usually guarantee confidentiality and anonymity. However, disclosure is sometimes made to a bank or investigative authorities during legal proceedings.
The nominee services are widely used for tax planning and asset protection purposes. If the final beneficiary of the full corporate structure is based in low-tax countries, they should enjoy the benefits of the low-tax system on the dividends received from the profits generated.
Other benefits arise from the country of registration and are often referred to in financial statements and reports. In some tax haven areas there is no need to present the annual financial statements, hence low auditing and bookkeeping requirements which offer certain benefits if the person is willing to increase privacy and confidentiality and hide their assets.
The term “nominee” can be used to refer to a nominee director or a nominee shareholder. Confidus Solutions can offer you both services worldwide, depending on your company structure and your personal goals.
The nominee director is usually a local resident. However, it can also be a person from abroad, as there are no special requirements. The nominated director should be an individual or a private person. In some countries a director is - an institution, so the director can be a collegiate body.
For the purpose of nominee service in certain jurisdictions, the nominee shareholder is usually an individual private individual. The person can be resident or non-resident, depending on the individual case.
The nominees from Confidus Solutions
It is possible to combine nominee services and expand the corporate structure to include two nominees. The nominee director and the nominee shareholder should not necessarily be the same person or in the same jurisdiction. There can be different solutions for tax planning purposes.
Confidus Solutions has partners and agents around the world that enable us to offer nominee services worldwide, depending on the needs and goals of our customers. Our lawyers and tax advisors will advise you in detail on tax planning and offer you a unique corporate structure that meets your needs.
Legal basis for nominees
Nominee services are set up by mutual agreement between the customer and the nominee. The agreement is usually valid for one year and can be extended if the cooperation is successful. The documents confirming the actual status serve as a declaration of trust signed by the nominee shareholder confirming that he / she has no real interest in the company and that all decisions are made by the client, including but not limited to profit sharing and dividend payments, appointment of the company's board of directors, etc. The nominee director should give power of attorney by giving full power of attorney to the actual owner or to any other person at the customer's option. The nominated director doesn't actually run the company.
The contract concluded between the client and the nominee is subject to local civil law. Historically, the nominee concept stems from banking law as a specific service for bank customers. Today, many jurisdictions offer such services as a business, and the provision of such services is a result of common law that combines best practices around the world.
The nominee bears full responsibility for his actions and the customer bears him responsibility at all times. The nominee should only act in good faith and with a high degree of loyalty in accordance with the instructions of the client and the order placed. The liability provisions can be regulated by the agreement.
Nominee status, however, does not change legal liability and government agencies hold him responsible for his actions as an officer, including civil, criminal and administrative liability. The nominee is also liable to the client according to the content of the agreement and the order placed.
In low-tax areas, the nominee services are usually well developed and liability is more flexible. However, the nominee cannot act against the will of the customer.