UK Nominee Director Services

Do you Need a Nominee Director for your Company?

Mandatory service/Nominee service/Bare trust is a kind of service where an individual is selected as a shareholder or director who has no freedom of choice over their actions; the appointed individual can only act in agreement with directives from the beneficial owner. The circumstance in which an individual most regularly comes across nominee shareholding is when a stockbroker or a bank holds or purchases shares/stock for a client. In such a scenario, the shares will be by default held in the name of the bank or broker as nominee for their client. Nominee directors are persons who are selected as director in name alone and who either offer full power of attorney to the user to control the company or who embark on the directives of beneficial owners. The UK nominee director services permit an organisation to preserve the identity of a company secretary or share-holder off the public record. In the UK, it is a lawful requirement for all companies to make available information about who the company secretary and shareholder of the company is. This information is held on public record and is accessible by anybody who demands to see them at Companies House.

Nominee Shareholders

The chief aim to use nominees in the United Kingdom is confidentiality. In numerous beneficial owners’ cases, a client may not be comfortable to be openly linked with the organisation or company and in such a scenario the practice of nominee shareholders will secrete their association. A different significance of nominee shareholding is that a client’s business is possessed by a licensed nominee, who furthermore owns certain other companies registered at the same address and recurrently having the same directors. In such a scenario, the organisation forms part of a group of companies associated with a facility provider which may possibly classify or single out any one corporation.

Difference between a beneficiary owner and nominee shareholder

A beneficiary owner is the lawful title holder of the stocks he/she has bought from a limited company and owner has the choice to continue to stay unknown, which is where signing up an individual as a nominee shareholder originates. A beneficiary owner obtains the dividends or income from the share rights, however, it is the name of a nominee shareholder that reflects on the share certificate and the corporations authorised records and public documents. Also, the nominee shareholder does not possess the stocks/shares or advantage from shares in any way. Additionally, a nominee shareholder does not have any entitlement over the shares and he/she is required to sign a statement of trust which conditions that they will not take advantage neither will they have any lawful claim over the shares, therefore guarding the beneficiary owners assets.

Furthermore, nominee shareholders do not command any official role or post within the private business where the beneficiary owner has stakes in. Nominee shareholders do not have access to any other assets or bank accounts and don’t have the right to make crucial verdicts or sign documents on behalf of the establishment limited by shares. They are fundamentally just a name on a stocks certificate and any authorised documentation relating to the firm’s registration. Nominee shareholders can be organisations or persons and can reside anywhere in the world. Such individuals are not required to be based in the similar country as the beneficiary owner or the business they possess shares in. A nominee shareholder UK is designated to safeguard the characteristics of the beneficiary owner for personal or commercial reasons.

What is a Nominee Director?

Nominee director is an individual who is appointed in name only and is guaranteed to follow the directives of their principal.

UK Nominee Director Services

The responsibility of a nominee director UK is to give service to the nominator, such as business owners or shareholders.

The nominee director service UK is limited to making decisions on the business owner’s behalf, not independently. In case the director takes any decision by itself, legal action may be taken by the business owner.

How to Get a Nominee Director for Your Company

You can hire a nominee director UK for your company in two ways. These two ways are choosing it by yourself or with the help of a corporate service provider in the UK.

You can appoint yourself.

Hiring a nominee director by yourself could be a time-consuming and challenging process. You should have prior knowledge about the legal procedures and nominee director agreements.

Consider appointing with the help of UK Corporate Service Providers.

The UK corporate service providers do all the related tasks on your behalf to make the hiring process convenient for you. You are only required to share information related to the required documents with the CSPs.

The information that service providers require:

• The reason behind requiring a Nominee Director.
• The nature of your UK business.
• Copy of business owner’s or beneficiary’s proof of identity and address.

Documents you required to appoint a Nominee Director

The nominee director appointing process requires a few documents to protect in case the nominee fails to fulfill the requirements and obligations.

• A fully detailed agreement between both parties.
• Nominee’s agreement
• Beneficiary owner’s agreement
• An updated letter of resignation signed by the nominee director
• Power of attorney

What role does a nominee director have in my company?

A nominee director is hired by a business owner to play a role on their behalf in business, taking the company director role and managing its legal responsibilities. There are a few essential things that clarify their role.

• Will work under the written instructions of the beneficial owner.
• May not allow selling or assigning any assets without any written approval of the business owner.
• Can operate a bank account but with limited approval instructed by the business owner.

Why Use a Nominee Director?

A nominee director UK is appointed by the board of an organisation to embody the interests of his/her appointer present on the board. In case a nominee director is used incorrectly there can be substantial risks to both the appointing shareholder and nominee director. Even though, the risks will always be determined by particulars of the organisation, these risks can consist of:

• Disqualification of the nominee director from forthcoming directorships.
• Illegal obligation of a nominee director for breach of their nominee director responsibilities and/or bankruptcy law
• Civil and unlawful liability for breaking other controlling requirements (such as financial regulation or anti-bribery).
• Personal obligation of the nominee director in case of any loss to the establishment flowing from the breach of duties.
• Decisions considered illegal and unproductive.
• Civil and criminal liability for the controlling shareholder, for obtaining the breach of duty.
• Effective management and command control not correctly undertaken in the UK (predominantly pertinent to taxation matters).

Some key points before appointing a Nominee Director encompass:

• Ensure that the add-on company is a separate legal entity and the director is required to perform in the finest interests of the precise company, and not just the group.
• Strong processes should be in place to handle the conflict of interest, in case there is a conflict of interest of a parent company with that of the subsidiary. This is managed effectively by deploying different directors of each business, who have sufficient experience and are able to exercise self-governing decisions.
• Make certain that the nominee director has appropriate information of local law, so that they comprehend their duties as a director.
• Make certain that the nominee director has the essential Nominee services for UK companies and know-how to satisfy their role as a director
• Evaluate the appointment letter, articles of association, and any other appropriate documents to guarantee that the nominee director is talented and encouraged to perform his/her duties as a director.
• Make certain that the nominee director has adequate information about the financial position and business activities of the company and adequate resources to make a well-versed decision concerning any anticipated resolution.
• Be careful of any transaction that does not add value to the business.
• In case of any doubt, seek out expert guidance

Our nominee is basically a named person who plays the role of a company director, providing you with complete anonymity. As an owner, you always have overall control over the arrangement and are free to resign the nominee director whenever required and can appoint any other you choose.

To find out more about our nominee director packages or for some more advice on accounting for your business, speak to one of our experts. Simply, book a call with us today.

Nominee director services FAQs

What is a Nominee Director?

The nominee director is an individual or company whose responsibilities are to act as a director on behalf of the nominator. The nominee director is listed as the principal officer at Companies House without any involvement in running the business.

Are Nominee Directors legal?

Yes, nominee directors are legal in the UK. They can act as a company director appointed by the beneficiary owner or shareholder, provided they comply with the duty. They are hired because of several legal solutions in the company.

Can you provide exclusive Nominee Director services?

Yes, we provide exclusive Nominee Director services. The nominee director who will be hired for your company will dedicatedly work for you and will not take any other appointments apart from your business.

Do Nominees have access to our bank accounts?

No, your bank details will only be available to the beneficial owner of the business and will not be shared with anyone without your approval. The bank account details are fully secure and protected with us. There will be a separate nominee director bank account for personal financial transactions.

Do Nominees have control of our company?

No, they don’t have any control over your company. The Nominee director for UK company only acts as a director but without getting involved in the management of the business.

As the client, what documents do I receive?

We provide nominee shareholder and nominee director services:

• a. For nominee director services: You will get a Director Appointment and Indemnification Agreement that defines the role of the nominee director and power of attorney for the ownership to manage the company.
• b. For shareholder services: You will get a declaration of trust to the client.

Are Nominee services only available for UK companies?

No, we do provide our nominee services for the other companies. However, you could find price differences according to the turnover and the type of company.

What documents do I need to provide for Nominee services for UK companies?

There are two documents are mandatory to provide for UK nominee director services:

• a. Proof of address: It could be a utility bill or bank statement not older than three months.
• b. Proof of identity

What is a PSC (Person of Significant Control)?

PSC (Person of Significant Control) means an individual who holds partial or limited control over a company either directly or indirectly. It is essential to take records of people with significant control by UK limited companies and LLPs. The eligibility criteria of PSC is if a person owns more than 25% of the company share and has more than 25% voting rights will be considered a PSC.

What does the term Nominee Director mean?

A nominee director is a person appointed by a company to act as a director but with no authority over work. Their only task is to follow the instructions given by the beneficial owner.

When should I use a Nominee Director?

When you want to hide your name in the public register: The UK register companies are listed on the Companies House official register, including all the details of directors. It is easy to access the information online. By hiring a nominee director, you can hide your details, and you will be the sole beneficial owner of the company with full control. Nominee director can be used in two situations:

You are a non-UK resident and want to minimise your tax liability. As a non-UK resident, if you want to start a company in the UK, you may face tax implications. You may face a double taxation issue that depends on your country of residence. By appointing a UK residence nominee director, you can easily minimise tax liabilities.

What is the difference between nominee director and shareholder director?

Nominee director:

The nominee director acts as a company director on behalf of the other person or entity. The nominee-director agreement is usually made contractually or based on resolutions made during a company conference.

There are a few roles and responsibilities of the Nominee director:

• a. Nominee directors are given more power and responsibility in the company than nominee shareholders.
• b. UK Nominee director services are involved in decision-making and management activities.
• c. They can make invoices, perform other functions and sign contracts as company owners.
• d. They follow the appointer’s instructions and directions.

Nominee shareholders:

The nominee shareholder acts as the apparent shareholder holding company share on behalf of the beneficial owner. They are appointed by those company shareholders who want to remain anonymous and want their names hidden for their shares registered under their name.

There are a few roles and responsibilities of Nominee shareholders:

• 1. Nominee shareholders have fewer responsibilities and power in the company
• 2. Nominee shareholder services are not involved in the decision-making and management of the company.
• 3. They only hold the share for the beneficial owner but don’t have any rights as shareholders.
• 4. No dividend offers to them. Also, they don’t vote on resolutions and meetings.

About the author

Sumit Agarwal
Sumit Agarwal (ACMA ACA India), the Managing partner of dns accountants is a highly respected accountant with expertise in helping owner-managed businesses.