In the United Kingdom, company directors, officers and shareholders must have details such as name, address, nationality and occupation listed in the public files of Companies House, the UK companies registrar.
Nominee directors represent the interests of their appointer, on the board of the company they are appointed to. They anonymise the identity of the beneficial owner of that company. They may have little involvement in the actual running of said company.
It must be noted that UK company law does not recognise the existence of nominee directors as commonly understood – a person who is a frontman, or a stooge, who has no real involvement with the running of the company. UK company directors have legal duties and liabilities and may be subject to disqualification or legal sanction if they fail to adequately discharge said duties.
The director’s duties are owed to the company, as an entity, not to the shareholders. UK law states that the director must always act for the benefit of the company.
A quick search on the Companies House website reveals which companies ‘Mr. Ivor Fortune’ is a director or shareholder of. This information cannot be hidden, unlike some offshore jurisdictions, such as Panama and the Seychelles.
A proper use of a nominee director would be conceal from the beneficial owner’s competitors his latest startup, its goals and the company’s composition.
Another usage would be overseas companies wishing to have their entities managed and controlled in the UK, for instance holding companies, newly-formed companies, subsidiaries and Special Purpose Vehicles (SPVs).
Overseas investors or company founders may not have suitable people in their home country, or the UK to do the job, and they may not wish to fulfill the role themselves.
Many enterprises are not ready-to-go from their inception. Most successful people have enemies, or merely curious ‘stalkers’, who may interfere with what they are trying to accomplish; ‘knowledge is power.’
Another proper usage would be to legally avoid personal taxation, for example of/for persons resident in countries which impose a burden of dual-taxation.
An improper use of a nominee director would be to act as an officer of a company owned by a disqualified director, or a criminal, or by a beneficial owner resident in a country blacklisted by the FATF.
A Power of Attorney (POA) may be given to the beneficial owner so that their right of possession is clear and legally enforceable.
A nominee director:
– Must be over 16 years of age;
– Must be a natural person i.e. a human being;
– Has not been formally disqualified from being a director;
– Is not bankrupt;
– Is not the company’s auditor.
The following would be required from a purchaser of this service:
– Valid proof of ID: Passport, driver’s licence, European ID card;
– Proof of Address: Utility bill, bank statement, council or government letter, dated within the past 3 months;
– Your reasons for requiring a nominee director;
– The nature of your business. (Please note businesses offering cryptocurrency and financing (loans) are not acceptable, due to the high risks attendant.)