Nominee Directors & Shareholders

The nominee director service is used to ensure the highest degree of privacy and confidentiality, as the name of the director will appear in the corporate documents, in any business contract and, eventually, in the jurisdiction’s business register. Another advantage of using a nominee service is to place the “management and control” issue firmly outside a high tax jurisdiction. Upon appointment of a nominee director, a Nominee Service Agreement will be signed between the client and the nominee. It will guarantee the client that the nominee can only act or sign documents upon the client’s request and with the client’s prior approval.

On the other hand, the nominee shareholder is appointed in order to shield the real owner of the company from being publicly associated with the ownership of that company. Upon appointment of a nominee shareholder, a Nominee Service Agreement (declaration of trust) will be signed between the client and the nominee.

Professional nominees allow themselves to act as an alternative to the names of a holder of a position within a company. A nominee can be a Company or a Natural person

A nominee can be a Director or a shareholder, in which case can be shown as the owner of an asset, for example ownership of shares or real property, as an alternative usage for the actual owner. A nominee Director or Shareholder may have active or passive roles,  in most cases the most important role is that of a passive one, most nominees are mainly figurative and not play an active role in the company’s activities.

Duties and responsibilities can be diverse for a nominee directors or shareholder. The nominee duties or concept  can be extended and understood within some duties and capacities, for instance  directors or company secretaries do require at the formation or on the daily ongoing operation of a company to have a more active role than a normal passive directors, therefore a much more visible to continue the business for the owner or UBO.  In an active company this is an active role for a nominee director.

IN a broad scale of comparison , a nominee is generally know or identifies as Generally nominee directors are easily identified as such and that may be acceptable for many purposes. However if your business requires something more, either now or in your future plans, then you will need to consider an enhanced role for nominee directors.

Companies and humans as nominees

In legal terms a companies a body corporate or legal entity. Indeed company formations can be made with other companies acting as directors, secretaries, and shareholders. They do so as nominees.

A company or legal person can also be a nominee but it is not a natural person– it cannot think and act through a human like would be able to do so,  nor with skills and experience. Our legislation recognizes this fact and demands at least one human person to act as a director. This person doesn’t not have any limitation as to age, sex, original or any pother know impediment, neither its nationality or country of birth. 

In certain cases, especially where the owners of a business seek privacy or confidentiality, a person with high skills and experience is preferred to that of another nominee director who simply fulfills a position. It is a fact that Nominee directors from Panama and the UK  greater knowledge and skills are demanded owners shall provide Panama or UK nominees.

Gerli & Company can provide nominee directors & other nominee services, that have a role of support to a diverse space of business processes & and activities; and much else as a good presentation to the image of the company that they represent.

Nominees can definitively be of higher cost in the UK than in Panama due to applicable legislation, but the core responsibilities of nominees from both countries will be the same as they are ruled by almost the same set of rules.

Most re known International clients do require much more than a name, so we do offer only AAA guaranteed, highly acceptable and professional nominees with full KYC clearance and worldwide acceptance.

Nominee directors and shareholders introduced by Gerli & Company work with the highest level of integrity and confidentiality, offering a quality service.

Advantages of the nominee director services

Registration of a Company with nominee director services will instead list  on the official records, the names of such individuals whom will officially have control of the company. Furthermore, to as reassurance to clients that use nominee directors services, we will grant a general power of attorney, such document will grant control of the company to the UBO of beneficiary owner.

In addition to the above, our office will also grant a resignation letter, in favor of the UBO so that the nominee director can be replaced at any time. Additional documents will be issued to ensure the authority over the new corporate structure of the real owner, a nominee agreement is also provided to sets forth the details of the arrangement, which refer to the nominee director and the UBO or real owner of a corporation .

Our format of  indemnity letter ensures that the new enterprise is under the complete control of the actual owner (UBO) and not of the nominee director, and that the owner has full legal responsibility for the new company .

 

According to Panamanian lawyer, Ismael Gerli,   clients who have one or several structures , the incorporation of a new company using nominee directors  is a positive way to ensure that their involvement in a new venture is not of public domain. The UBO or Beneficiary Owner will be considered as the person with the significant control, however his name will not be listed as a business director

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