Nominee Director and Nominee Shareholder

The interests of both parties are safeguarded by the correct execution of a nominee service agreement (also known as Power of Attorney) between the nominee and the business owner. Nominated directors and shareholders solely carry out the owner's instructions and do not take part in corporate management. It is very important to use a very professional nominee service, like Vepapu.

A Nominee Shareholder is a person or entity appointed to hold shares of a foreign company on behalf of the actual owner. This arrangement further protects the beneficial owner's privacy and keeps their name off the public record.

In most jurisdictions, yes — properly documented nominee arrangements are lawful and widely used to keep an owner's name off the public register. But it is jurisdiction-specific, not universal, and it is never a way to conceal beneficial ownership from the authorities: you remain the beneficial owner and must be disclosed wherever the local rules require it. The clearest current exception is the Bahamas, where nominee directors have been prohibited since 19 January 2026 under section 41A of the International Business Companies Act, with the offence extending to anyone who facilitates the appointment. Before we take an instruction, we check that the arrangement is permitted where your company is registered.

No. Section 41A of the Bahamas International Business Companies Act, in force since 19 January 2026, makes it an offence for a person to serve as a director under an arrangement to act on another person's instructions, and the offence extends to anyone who facilitates such an appointment — service providers included. So a Bahamian IBC needs a genuine director exercising genuine judgement. Nominee shareholders are still available under section 29A: the nominee must be identified as a nominee in the Memorandum and in the Share Register, a declaration of trust must be in place, and beneficial ownership must be disclosed. If privacy over the directorship was the reason you were considering the Bahamas, talk to us before you incorporate — another jurisdiction may suit you better.

No. This is the single most expensive misunderstanding in offshore structuring, so we will be blunt: a nominee director or shareholder creates no physical presence in the jurisdiction and satisfies economic substance requirements in no jurisdiction at all. Substance regimes ask whether the company is directed and managed locally and whether it has real premises, real employees, and real expenditure proportionate to its activity — a name on an appointment answers none of those questions. If your company carries on a relevant activity under a substance regime, it needs actual substance, and we would rather tell you that now than after a filing goes wrong.

Yes, beneficial owners retain the right to remove or replace a nominee director/shareholder at any time, subject to the terms of the agreement. This flexibility allows for changes in ownership or strategic decisions without undue complexity.

If the nominee resigns, the beneficial owner(s) must appoint a new nominee or assume direct control of the company. It's essential to ensure continuity in company management to avoid disruptions in operations or compliance.

Yes, you can change the directorship of your foreign company at any time by submitting the necessary paperwork and updating the company's records with the appropriate authorities. We will take care of such updates for you.

With Vepapu, you can trust in our high integrity and 100% safe and secure nominee agreements, providing you with the utmost privacy and confidentiality throughout your foreign company journey.

Yes, they remain common in company management, particularly in jurisdictions known for their favorable tax and regulatory environments, and many beneficial owners use them to protect their privacy and streamline administration. The direction of travel is worth knowing, though: several jurisdictions have tightened or closed nominee directorships in recent years — the Bahamas prohibited them outright from 19 January 2026. We check the position in your jurisdiction before we quote.

Sometimes, and within narrow limits. Where a jurisdiction requires a locally resident director or shareholder and permits nominee arrangements, a nominee can fill that appointment. What it cannot do is manufacture presence: it does not give your company an office, staff, or operations in the country, and it does not satisfy economic substance requirements anywhere. Nor does it displace your beneficial ownership disclosure obligations. Treat a nominee as identity protection on the public record, and meet substance and residency-of-management tests with the real thing.

Fees for nominee services vary depending on the jurisdiction, nature of your business, and level of service required. They may be structured as security deposits, one-time setup fees, annual retainer fees, and transaction-based fees. We will ensure that the charges are transparent and affordable.

Typically, you'll need to provide identification documents, proof of address, and a signed agreement outlining the terms of the nominee arrangement. We may also require additional due diligence information to ensure compliance.

Yes, Vepapu prioritizes confidentiality and takes measures to protect client information. We adhere to strict data protection policies, use secure communication channels, and maintain confidentiality agreements to safeguard client privacy.