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Legal terminology

Nominee Director

Whilst the company itself may be incorporated in a tax haven jurisdiction (and will itself be exempt from tax on foreign earnings), it is important that the directors and shareholders of the company are similarly protected. This is because many inland revenues have powers to 'deem' that the directors or shareholders are receiving an income from the company. It is normal therefore to appoint nominee directors who are themselves located in a tax haven location, this may or may not be in the same jurisdiction as the company.

Nominee Secretary

A company secretary has particular duties and responsibilities regarding company law. The company secretary should therefore be suitably qualified, and in fact, in some jurisdictions this is obligatory.

It will no longer be a statutory requirement to have a company secretary for UK registered companies from April 2008. Should companies wish to opt for this, then the duties carried out by the company secretary will become the onus of the Directors of the company.

Most jurisdictions will require a company secretary as part of the company structure. This may be either an individual person or a corporate body.

We shall continue to use the company secretary as part of our Nominee structure in order to facilitate online filing.

Nominee Shareholder

Nominee Shareholders are the professional individuals who hold the shares in trust for the beneficiary under a legally executed Declaration of Trust.

A Nominee Shareholder can be an individual or Corporate body and will be named in the statutory registers and on public file in most jurisdictions.

Nominee Shareholder are widely used to retain confidentiality and for commercial reasons.

The Beneficiary

The beneficiary is the individual in whose interests the company is structured. Notionally, the directors and secretary (collectively the officers) manage the company and the shareholders (or members) own the company. However, unlike the officers and the members the beneficiary's name does not appear on public file.

Power of Attorney

In view of the public records not detailing the beneficiary's interests, it is imperative that correct power of attorney documents are held by the beneficiary and/or his legal representatives.

Typically the beneficiary is provided with a General Power of Attorney signed by the directors and secretary, however more complex or specific versions can be requested to manage control for certain individuals. For example the finance officer is only able to manage the affairs of the company bank account, whereas the Legal Representative of the company can solely execute contracts on the company’s behalf.

Power of Attorney documents can be notarized via our offices in many jurisdictions, and we have frequent weekly visits to the Foreign & Commonwealth Office in London.

It is the sole responsibility of the beneficiary to make returns to his domestic inland revenue offices if so required by local law.





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