Nominee director is a person who acts as a non-executive director on the board of directors of a firm, on behalf of another person or firm such as a bank, investor, or lender. It is also a resident in a tax haven who lends his or her name to a non-resident as a trustee on the board of an offshore firm in that haven.
Responsibility of Nominee Director
A nominee is a representative of the investor or the third party getting involved in the Company, has a dual, almost conflicting position. On one hand, as the director of the company, he has to serve the company and take actions which are in the best interest of the company. At the same time, since he has been appointed to protect the interests of the investor investing in the company, he has to also make sure that the investor’s interests are safeguarded.
Roles of Nominee Director
1. Meet statutory requirements about residency
A nominee director may be required to meet certain statutory requirements. Singapore and Australia, for example, both require newly registered companies to appoint a resident director who has been residing in the country in which the offshore company is formed for a certain amount of time. Some jurisdictions, like Dubai, require the director to be a local citizen. This requirement can be troublesome for investors looking to take advantage of a foreign countries company law but the requirement can be met through the use of a nominee director.
2. Investor privacy
Nominee directors are a huge boon for investor privacy. Many jurisdictions require the personal details of the company director to be included on a public register. This is an issue that has come under pressure from the OECD and other international tax authorities to make this information public, in an effort to combat tax evasion. Thus, a nominee director offers an extra degree of asset protection, as the nominee director’s details appear on the jurisdiction’s company registry instead of any of the investors.
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