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Nominee Directors

Nominee directors act as the legal managers of limited companies  and other legal persons e.g. some limited liability partnerships or incorporated foundations. When doing so they act on behalf of the real managers of these entities who will in many cases be the beneficial owners  of them.

It is commonplace for nominee directors to pre-sign letters of resignation from the private legal entities or companies for which they supposedly act which the beneficial owner may use to effect that change at any time of their choosing.

The nominee is usually paid a fee for their services but otherwise has no in­terest in the transactions that relate to the company which they publicly or legally profess to manage, apart from appending their signature to legal documentation in­cluding board minutes when requested to do so.

Nominee directors are still commonly used in secrecy jurisdictions when directorships have to be recorded on public registers and the beneficial owners wish to disguise their identity. Nominee directors are not trustees as they have no discretion available to them with regard to the exercise of their duties: they are mere agents of the beneficial owners.


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