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Nominated Services

Nominee services are typically provided by an intermediary to disguise the beneficial owner's business. Nominee services relate to the nominee shareholder and the nominee director. As a rule, the nominee services should also include a PO box service (office address for correspondence purposes). Nominee services are suitable for large corporate tax planning structures and often include an international aspect. For example, the beneficial owner is based in another country and not the company itself.

Services to nominee shareholders are typically provided on the basis of a deed of trust whereby the nominee declares that it holds shares on behalf of someone else and has no authority to make decisions in the company, vote at a shareholders' meeting or receive dividends , unless specifically instructed by the customer. The nominee has no right to sell shares unless requested by the client. However, the Client and the Nominee may agree on specific tasks for the Nominee to perform. Such duties are often entrusted to lawyers and attorneys who have expertise in the field and can protect the interests of the client.

Nominee director, also called 'shadow director' who normally only appears for official records while the company is effectively run by the client by power of attorney. On the basis of an approval, the client can open a bank account and assume full corporate management and control.

Legal grounds for nominees

Nominee services are established under agreement between the client and nominee. Agreement is usually valid for one year and can be prolonged in case of successful co-operation. The documents that will approve the actual status, serves as the declaration of trust signed by nominee shareholder, approving that he/she has no actual interest in the company and all decisions will be made by the client, including, but not limited to sharing profits and paying dividends, appointing company board, etc. The nominee director should issue a power of attorney by giving full power to the actual owner or to any other person upon client`s choice. The nominee director does not actually run the company.

The agreement concluded between the client and nominee is governed by the local civil law. The nominee concept historically comes from the bank law as a specific service for bank clients. Nowadays, many jurisdictions offer such service as a business and the provisions of such services stems out of customary law combining the best practice worldwide.