Nominee director

Why you need a Nominee Director

The main and most obvious function of a nominee director is to shield the real owner of the Seychelles offshore company from any publicly visible relationship with the company. This can be done at different levels, depending on what the client wants and on the circumstances of the business.

At the most basic level, the appointed outside director does not actively take part in the regular affairs of the IBC. He or she simply fills the position. This is best described by the term nominee director. In this case, the client, who is the owner of the company, actively and personally takes over the day to day operations. The day to day business can be handled by special resolution or by power of attorney, acting as the agent or representative of the client's own company. Under this procedure the client signs all business correspondence, contracts, invoices and company accounts with his own signature as if he were the director. In this situation the role of the nominee director stays purely formal, and no responsibility fee is charged for it.

In certain business situations such a setup can be acceptable, although active management by the client strongly limits confidentiality. It may also mean that the management and control of the company is seen as being in the hands of the agent (the owner) rather than the director, with negative personal and tax consequences. For that reason, a stronger involvement of the nominee director is often useful and sometimes necessary.

As a rule, the nominee director signs contracts and other legal business documents, but only these, and only as instructed by the beneficial owner. Beyond that the nominee director has no authority and no powers. He will not act on his own initiative, will not sign contracts or other business documents, will not conduct business and will not start or extend new business without written permission from the beneficial owner.

This is agreed and recorded in writing through a so called POA (Power of Attorney) between the nominee director and the beneficial owner. We prepare this document free of charge and it serves as a safeguard for the beneficial owner.

Who can act as director of your IBC

• 1

  You as beneficial owner

  As beneficial owner of the company, you can be appointed as director of your own IBC. This appointment is not entered directly in the public Companies Registry, but the details and the related resolutions must be kept by the registered office of the company. The director's details will also appear in some of the main company documents, but nowhere in public.

• 2

  A professional third party director

  In this case management is provided by a professional outside director. We can normally provide this director service for you.

• 3

  Any person you trust

  The owner of the company may also appoint any other person as director. This can be any individual the owner trusts.

Why a nominee director is often the better choice

An owner who acts as director of his own offshore company may face local tax consequences in the country where he actually lives. In many high tax countries a foreign or offshore company can become subject to local taxation if it is managed and controlled from that country, no matter that the company itself is registered abroad. The place of management and control for tax purposes is usually seen as the place where the directors live.

The owner of an offshore company will often think carefully about whether to show his true position in relation to the business. There can be many reasons for this, for example personal taxation, protection of assets against litigation, transactions between the offshore company and a domestic business, or simply the wish to stay confidential.

When these considerations matter, the services of a nominee director should be taken into account. In many cases a Seychelles offshore company can only remain legally tax free if it is managed by an outside director. The nominee director effectively protects the owner from any publicly visible link to the Seychelles offshore company.

The Nominee Director service includes

• Your name does not appear at the time of incorporation, and also not afterwards
• You are not listed in the commercial register
• You are not listed in the register of directors, so you do not appear anywhere
• You remain the owner of the Seychelles offshore company
• No shares are issued to the nominee director
• Officially and towards the outside world, the nominee director runs the company
• You still keep full access to and full control over your company
• On request, we prepare a POA (Power of Attorney) for you
• The nominee director has no access to your bank account, and does not want access
• You remain completely free in your decisions
• You can appoint a different director instead of the nominee at any time, within 24 hours
• You receive a pre signed blank letter of resignation, without date
• No extra charges for signatures on contracts and similar documents
• 12 months contract period, cancellable at any time
• Appointment of the nominee director for one year
• Nominee declaration under the IBC Act, kept by the registered office for at least seven years
• Signing of company resolutions on your instruction

Frequently asked questions