Service guide
Nominee Director and Shareholder Arrangements
Nominee arrangements should only be used for a lawful, documented purpose with full beneficial-ownership disclosure, clear authority limits and ongoing oversight.
01
What Is a Nominee Director?
A nominee director is formally appointed to the company’s board under a written arrangement. The role does not remove statutory director duties, and no agreement can authorise unlawful conduct or override obligations owed to the company.
Although appointed under a service arrangement, the nominee remains a formal director who must understand the business and take responsibility for board decisions. No private agreement removes statutory duties or requires automatic signatures or unlawful instructions.
- Formal appointment and registry record
- Written role and authority limits
- Independent statutory duties remain
02
What Is a Nominee Shareholder?
A nominee shareholder holds registered title under a declaration of trust or similar agreement for the disclosed beneficial owner. Voting, distributions, transfers and instructions should be expressly documented.
The relationship between registered holder and beneficial owner should be recorded in a trust declaration or nominee agreement covering voting, dividends, transfers, information, fees, termination and return of documents.
- Registered title and beneficial interest
- Trust declaration or nominee agreement
- Documented voting and transfer instructions
03
Legality and Disclosure
Lawful use depends on the jurisdiction, purpose and full disclosure to authorities, banks and regulated service providers. A nominee cannot be used to conceal ownership from parties entitled to that information.
Limited privacy from a public register is not secrecy from regulators, tax authorities, banks, registered agents or other parties legally entitled to beneficial-ownership information. The arrangement must rest on truthful disclosure.
- Legitimate commercial purpose
- Beneficial-owner disclosure
- Compliance with director and company law
04
Common Lawful Uses
Typical uses include satisfying a resident-director rule, providing a reliable local contact or establishing a documented governance arrangement. Privacy from the general public is different from confidentiality against regulators or banks.
- Resident-director requirements
- Local governance and statutory contact
- Documented privacy and administration
Resident-director requirement
A suitably qualified local appointee may help satisfy a genuine statutory residence rule, but management and tax-residence consequences still require review.
Local governance and administration
The role may provide local board participation, statutory contact and documented administrative continuity within defined authority.
Public-record privacy
Where lawful, a nominee may reduce general-public visibility, but mandatory beneficial-owner and KYC disclosures continue.
05
Who May Act as a Nominee?
Eligibility varies. The proposed person may need to satisfy age, residence, professional, fit-and-proper, independence and licensing rules and should understand the business before accepting appointment.
Beyond age and residence, the person should have relevant experience, enough time, suitable standing and access to the information needed for the role. Regulated businesses may impose additional qualification, independence or fit-and-proper rules.
- Age and residence requirements
- Fit-and-proper and conflict review
- Relevant competence and capacity
06
Risks and Safeguards
Risks include unclear authority, misuse of company information, unauthorised acts, ownership disputes and regulatory liability. Due diligence, reserved matters, dual controls, record keeping and termination procedures reduce—but do not eliminate—those risks.
- Comprehensive due diligence
- Reserved matters and written instructions
- Access, signing and payment controls
- Change and termination procedures
Authority and signing risk
Unclear reserved matters or signing rights can lead to unauthorised commitments or operational delay.
Information and conflict risk
Access to records and competing duties should be controlled through confidentiality, conflict checks and limited access.
Liability and continuity risk
Resignation, incapacity, regulatory action or disputes can interrupt governance unless replacement and handover procedures are documented.
07
Appointment Process
A robust process confirms the purpose, performs due diligence on all parties, defines authority, prepares corporate approvals and agreements, files the appointment and establishes periodic review.
Before appointment, complete KYC and business review for all parties, confirm the lawful purpose and conflicts, then prepare agreements, trust declarations, indemnity terms, resolutions, filings and an authority matrix, followed by periodic reporting and review.
- Purpose and suitability review
- KYC and business assessment
- Agreements, resolutions and filings
- Ongoing instructions and annual review
Common questions
Points to confirm before engagement.
Are nominee directors and shareholders legal?
They may be lawful where local law permits, the purpose is legitimate, all required ownership information is disclosed and the arrangement is properly documented.
Does a nominee hide the beneficial owner from banks or authorities?
No. Beneficial ownership must still be disclosed to parties legally entitled to it.
Can the nominee sign anything requested by the owner?
No. Authority must be documented, and a director retains independent legal duties and must refuse unlawful or unsupported action.
What documents govern the arrangement?
Depending on the role, documents can include a service or nominee agreement, trust declaration, resolutions, authority matrix, instructions, indemnity and termination terms.
How is the appointment ended?
Termination should follow the contract and company law, with resignations or transfers, registry updates, record handover and replacement arrangements completed in order.