Nominee Director Services
A nominee director is for all legal purposes the lawful director of a company, with all the responsibilities and powers this entails. However, the use of nominee director services is always provided under specific terms and conditions contained in a nominee/ management agreement entered into between the beneficial owner(s) and the service provider. These terms and conditions usually provide that the nominee director will be acting only as a nominee, i.e. shall not have any involvement with the management, financial or operational matters of the company and shall be following the instructions of the beneficial owner as far as decision making is concerned, subject to the provisions of the law.
An appointment of a nominee director is accompanied by a letter of indemnity, pursuant to which the beneficial owner(s) undertake(s) to indemnify the nominee director for any damage, expense or liability suffered thereby in connection with the provision of the nominee services. The directors are legally liable for any actions or omissions of the company, thus the nominee director shall follow the instructions of the beneficial owner to the extent that they do not conflict or contradict the law. Usually an open-dated resignation letter signed by the nominee director is provided to the beneficial owner(s) to ensure that they shall be able at any given time to end the services of the nominee and appoint a director of their choice to the post of director of the company.
Furthermore, the beneficial owner(s) will be provided upon request with a Power of Attorney authorizing them to carry out any transactions, agreements or activities in the name and on behalf of the company, thus enabling them to carry out business activities on behalf of their company, without being directly associated with the company.