What Is a Nominee Director?

A nominee director is an individual appointed to serve as the company’s director in name, on behalf of the beneficial owner(s). The nominee director acts in accordance with the instructions of the beneficial owner, and typically does not have any decision-making autonomy or control beyond the delegated authority.

Why Use a Nominee Director?

• To maintain privacy and confidentiality of the beneficial owners

• To comply with local regulatory requirements in certain jurisdictions

• To facilitate corporate governance structure in cross-border setups

Rights and Duties

• The nominee director holds a legal title and performs administrative tasks as instructed

• They must not undertake decisions that conflict with the instructions of the beneficial owner

• Their liability is usually limited to the scope expressly authorized

Risks & Considerations

• If the nominee acts outside its mandate, liability may arise

• In some jurisdictions, nominee directors may still be held responsible under certain local laws

• Transparency rules, beneficial ownership registries or disclosure obligations may override secrecy

Related FAQs

For further clarification on related topics, see:

• What Is a Beneficial Owner?

• Why Use an Offshore Company?

• How to Appoint Directors & Shareholders