Nominee services are a system of legal contractual arrangements made by directors/shareholder and a beneficial owner. It is a situation where an individual other than the owner effectively manages the company and is therefore named a director. This same process can be used for directors as well as shareholders. Nominee Director or 'Third-Party' Director as it is more commonly referred to is a separate person who becomes official registered and acts as the managing Director/Manager of the offshore entity.
Third-Party services are primarily used as a means to maintain confidentiality of the owner which can be kept off the Company Registration documents, as the use of a Nominee Director has the legally binding ability to act as the sole authority (at least on paper).
The Nominee Director still acts as per instructions of the owner and so therefore acts as a representative to sign on the owners behalf all documents relating to the formation and management of the company so that the beneficial owner remains off the records and completely separate from the offshore corporate entity. For more information on third party bank and offshore account signatory services please go to our Account Signatory Service page.
Third-Party Services are apart of Professional Management services, where a managing firm is used to take care of all the contractural agreements, secretarial, legal as well as day-to-day office related needs.
Nominees are primarily used in jurisdictions where corporate law demands company registries of directors and shareholders be made public. There are many instances where one would not want to be seen as directly tied, or legally bound to a company in which one has an association with. Lawyers, Doctors and most professionals can easily become targeted by antagonist forces, political opponents, or any prying entities who have an incentive to besmirch or take down another person.
In many offshore jurisdictions, public registers are not very common, so therefore only registered agent would have the names of owners. Nonetheless, to be kept completely off the books, even in those instances, nominee services use can be useful. Similarly, nominee services can be helpful when a local Director of an offshore jurisdiction is needed as is the case with Switzerland, or when proving that ones company is managed, controlled and is formed in the jurisdiction of incorporation. Having a nominee Director also can help your companies image when you incorporate in Hong Kong, Switzerland, Singapore or any other recognized jurisdiction.
The nominee director is a person who manages a company’s affairs, but who does not perform these duties at his/her sole discretion. The nominee Director acts strictly as per instructions related from the beneficial owner who is legally bound by a previous agreement. The owner has the power to dismiss or change the nominee Director at any point, may override his authority or decision and may grant the Director with overall or limited powers that can be written into the by-laws of the offshore company. A nominee Director can also be issued with Power of Attorney whereby the person has the right to act on your behalf so that the Director may open bank accounts, deeds, sign documents etc...
A nominee Shareholder is a person who holds shares for the benefit of the beneficial owner of the company, but who has no legal authority over them. The beneficial owner has absolute authority over the nominee shareholder as per a Trust agreement and would have the right to revoke, change or dismiss the shareholder at any time. A nominee shareholder can prove to be useful for offshore structures as it provides absolute confidentiality if the owner of the company wishes to remain private.
The use of a fully versatile and competent Professional Management entity to manage your non-controlled corporation provides you with the maximum assurances and protection. Third-Party Services are apart of a Professional Management firm's expertise, as the managing firm is used to take care of all the contractual agreements, secretarial, legal as well as day-to-day office-related needs.
Offshore Account signatory services refer to a third-party professional who can be seen as a nominee who are given the authority to sign binding agreements on behalf of an IBC or offshore structure. These f services are for persons seeking a full asset protection. By nominating third-party signatory and remaining absent from a company register as a member, shareholder or beneficiary, on remains completely independent of the structure on paper.
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*Note for U.S. citizens: US citizens are limited in their tax reduction possibilities due to FATCA and CFC laws. Opening an offshore company can increase privacy and asset protection, but you can not eliminate your taxes without giving up your citizenship. If you are a US citizen you are obligated to pay taxes on all worldwide income. Read more here about FATCA and CFC laws.
Disclaimer: Offshore Protection strives to keep information on this website updated, however, laws and circumstances are subject to change. All information on this website is for reference purposes only and does not constitute legal or tax advice. Contact Offshore Protection for specific advice regarding your situation.
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