The Roles and Responsibilities of the Nominee Director » Welcome to Serbia

The Roles and Responsibilities of the Nominee Director

As we promised in our previous blog, today we will talk about the roles and authorizations of a nominee director.
Below you will find the most common questions regarding this type of service.  

Can a nominee director be a legal entity?

Yes, it can. A legal entity can act as a nominee director of a company.
The director and shareholder of such a legal entity are also nominees – individuals who  would sign for and on behalf of corporate nominee any documents of your company and take other actions necessary for the management of the company.
Firms providing nominee services offer ready-made companies that can act both as nominee directors and ‘shadow’ shareholders.

Can a nominee director manage a company?

The nominee director can initial various documents on behalf of the company. This is the authority given to him by the company law and normally specified in the articles. But what and when he should sign is, again, up to the beneficial owner alone.  They instruct the nominee and the nominee signs accordingly. The nominee director cannot ,therefore, manage the company at his or her sole discretion.

Can a nominee director control the activities of a company?

Generally speaking, it is possible to distinguish several types of control over a company’s activities on the part of a nominee. The first type is the so-called ‘total’ Swiss-style control, when all the company’s affairs, including operation of bank accounts are managed by the director. The second type is where a nominee does not operate the bank accounts, but always carefully reviews all the documents sent for signature for their compliance with the laws of the country of incorporation. The nominee will never sign a document in a language he or she does not speak, they will ask for a translation and then get a professional translator to check its accuracy.

Can a nominee director refuse to sign?

Yes, this is quite possible, especially if the nominee director suspects the beneficial owner of attempting to commit fraud. Sometimes a nominee director may refuse to sign a backdated document or a document referring to obligations which obviously cannot be fulfilled etc.

Can a nominee director withdraw money from the company account?

The only person who can withdraw money from the account is the account signatory, no one else. The signatory is usually the owner or a person who is designated by them and whose name appears on the bank card. Thus, the nominee director has no access to the account and may even not be aware of the account’s existence, unless the bank demands a director’s signature on its internal forms or unless the beneficial the owner informs the director accordingly. Nominee service providers do not regard the account signatory as a popular service and are in no hurry to offer it, though in certain circumstances this can be arranged.

To find out more about how Welcome to Serbia can help you to appoint a nominee director for a private company formation, get in touch with one of our experienced team today.
Once we have determined that this would be beneficial for your business, we take care of all of the paperwork that is required to get the process under way as soon as possible.

You can write us at office@welcometoserbia.org, or simply call us on +381600622942. 

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