Nowadays, the institution of denominations has become an important element of the offshore industry. Moreover, it is very actively developing.
Although six months ago it was not worth using a nominee director without unnecessary necessity. The presence of a standard manager, offered by offshore registrars, cuts off in practice the opportunity to open a bank account of a company, for example, in Singapore or Hong Kong. Let's find out where to start the process of registration of your company.
The first steps
When ordering a classic offshore company with a shareholder and / or nominee director, a good consultant will always warn you about two things. And these things are very important, so do not dismiss them. Firstly, he will talk about something that can never be done if your offshore company has a nominee director (for example, open accounts in certain banks and countries). And, secondly, about how to protect your rights documented if such a person decides to encroach on the ownership of the company.
Therefore, when ordering an offshore company, choose only a professional intermediary. There are a number of good reasons for this:
1. 99% of registration agents speak English, are competent only within their own jurisdiction and are interested in selling only their services. Of course, there are exceptions, but this is very rare.
2. Registration agents are required to submit audited statements. If a company with a nominee director is registered directly, then you can get under the audit and sign the extra documents and forms.
3. Most often, registration agents cooperate with professional intermediaries. Work with individual clients (retail) is always in second place with them. Some do not even work on retail. Consulting on the preparation of documents for a particular bank and opening a bank account is unlikely to happen. Especially for free and in Russian. And even more so if it will be a nominee director of an LLC.
4. Without the services of an intermediary, you will have to order the most expensive package with an apostille. If you order the service through a professional broker, then you will first select the optimal bank account, and only then they will look for a company that is suitable for solving the tasks and opening the right bank account. And in the last turn, the need to hire a shareholder and / or nominee director will be considered.
It is important to understand that a normal intermediary is strongly interested in extending your offshore for a long time, so it will create a structure that will bring success and prosperity to your business.
Who can become a nominee director?
If your broker turned to a professional peer-reviewed registration agent who takes business seriously, then the fictitious manager will be the applicant selected from three categories:
1. Women after 40. For example, when it comes to Caribbean jurisdiction, these will be the indigenous inhabitants of the islands, with children and grandchildren, and not imagining their lives without an island. These people receive either a salary or% of the companies registered in their name. Most often, this is a permanent small salary. By the way, in the Caribbean, the position of "Nominee Director General" is taken mainly by civil servants: municipal services consultants, postal workers, and teachers.Their salaries are small, they do not have enough to live on, and at the same time they are people you can trust.
2. Denominations from standard offshore jurisdictions. A licensed agent is interested in protecting these people. No one will give their own denominations for “dark” schemes or the registration of problem firms. For example, for registration of a business requiring licensing. At the same time, the owner of the offshore plans to obtain a license “later” when the profit begins to flow. If Interpol finds out about this activity and makes a corresponding request, then the local police will question the shareholders and / or fictitious managers.
3. Sometimes the denominations themselves work in a law agency, fiduciary or trust company, licensed to act as a registration agent in a particular jurisdiction. Keep this in mind.
What is a rating?
This term refers to the formal management of the company and appearing in its records without the possibility of real management. The real manager and owner of the company is actually another person.
The main function that the nominee director performs is to keep the owner’s identity secret. The variety of offshore schemes worked out and well-written documentation ensures that he does not commit unlawful actions against the company.
A nominee director, whose responsibility to the company is very high, can be an individual or legal entity performing fiduciary duties in the company. Moreover, according to the constituent documents, he reports both for the management of the enterprise and for the legal purity of transactions.
Nominee director: risks in force majeure situations
There is an important nuance to consider. If your fictitious director finds himself in a “hot” situation, he will immediately declare that he is the face value and will provide all your data. So the main risks still lie with the real owner. There are black lists of directors involved in criminal cases (laundering of money obtained through criminal means). Therefore, carefully check the person before hiring him.
When is a nominee director needed?
1. When making transactions, you need to ensure anonymity.
2. It is necessary to hide your participation in the organization of the company from third parties.
3. The real owner lives in another state and does not have the possibility of frequent visits to the country where the company is registered.
4. The need to prevent the results of legal restrictions in relation to transactions between close persons (relevant for intercompany transfers of property).
5. It is necessary to replenish the statutory bodies with a certain number of people.
Documents to control the nominee director
1. Agreement on the termination of the contract without a date with the signature of a fictitious manager. The real owner can dismiss the latter at any time and take another in his place.
2. General power of attorney to work on behalf of the company (opening accounts, making transactions, representing interests, etc.). According to this document, the company is actually managed by the real owner, and not the nominee director.
About liability
1. The present owner, carrying out activities by general power of attorney, is not liable for the obligations of the enterprise.
2. The real owner of the company is not responsible for accounting in the company and compliance with applicable laws in the field of business.
3. The present owner is not required to personally monitor the payment of taxes.
4. All responsibility and rights for transactions made by the real owner on behalf of the company are assigned to the enterprise.
Responsibilities of Nominee Services Companies
1. Ensuring a high level of security and confidentiality of information.
2.Registration in the name of the beneficiary of a general power of attorney for starting a business, conducting business and for admission to bank accounts.
3. Drafting of documents, which spells out the responsibilities and duties of the nominee director.
4. Granting to the fictitious director the right to sign the annual accounting reports of the company and accounts.
5. The complete anonymity of the identity of the real owner to third parties.
6. Establishment of the boundaries of liability of the beneficiary.
7. Creation of additional conditions, according to which a nominee director, reviews of which can be both bad and good, receives or does not receive authority to work with bank accounts.
How it works?
The candidate for this position signs the Charter and the Memorandum of the company, and the beneficiary is awarded a general power of attorney for the right to manage the company. Using it, the latter, as an authorized representative, controls the company legally. However, his name is not disclosed anywhere. Such a power of attorney allows the owner to make decisions and act on behalf of the company (open accounts, sign checks, dispose of property, etc.).
The nominee director, whose liability is determined by the statutory documents of the enterprise, must sign an agreement on the impossibility of committing unlawful actions in relation to the accounts and property of the company.
