Nominee Director


wealthymattersA nominee director is a third party that is officially registered as the administrator of an offshore corporation instead of its real beneficial owner or manager, who may then remain anonymous.

The nominee director is normally provided by the agency responsible for the formation of the company, or by the registered agent. It can be either an individual or legal person, i.e. another company specifically incorporated for this role. It is common to use the nominee director in conjunction with a nominee shareholder, since this way the client does not appear either as owner or as manager of the company.

Because the main purpose of the nominee director is to protect the client’s privacy, their function in most cases is merely formal. That is, they appear to be in charge on the documents of the company, but they do not perform any executive function and are merely required to sign certain documents, including the minutes of the annual meeting of the board of directors or some extraordinary resolutions taken at the request of the client. All the operating functions are usually performed by the real owner, to whom the nominee director has given a general power of attorney before a notary, entitling them to perform the daily activities of the company. This includes opening and managing bank accounts, signing contracts, etc… Because of their lack of executive power, these nominee directors are popularly known as straw men. Read more of this post

Incorporating Offshore


wealthymattersAn offshore company is a corporation or other type of legal entity which is incorporated or registered in an offshore financial centre or “tax haven”‘.

The extent to which a jurisdiction is regarded as offshore isĀ  a question of perception and degree.Classic tax haven countries such as Bermuda, British Virgin Islands and the Cayman Islands are quintessentially offshore jurisdictions, and companies incorporated in those jurisdictions are invariably labelled as offshore companies. Then there are certain small intermediate countries such as Hong Kong and Singapore ,sometimes referred to as “mid-shore” jurisdictions, which, while having oversized financial centres, are not zero tax regimes. Finally, there are industrialised economies which can be used as part of tax mitigation structures, including countries like Ireland, the Netherlands and even the United Kingdom, particularly for corporate inversion.Also, in federal systems, states which operate like a classic offshore centre can result in corporations formed there being labelled as offshore, even if they form part of the largest economy in the world ,for example, Delaware in the United States.

Similarly, the term “company” is used loosely, and at its widest can be taken to refer to any type of artificial entity, including not just corporations and companies, but potentially also LLCs, LPs, LLPs, and sometimes partnerships or even offshore trusts. Read more of this post

%d bloggers like this: