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Nominee Director Service

Hanner-Ofer - Israel Attorneys Home Page > Israel Company Registration >Nominee Director Service

Who is a Nominee Director?

A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee. Legally, according to the incorporation documents, the nominee is responsible for the company or entity. In addition, if it is the case of a nominee that is also listed as the nominee shareholder, then they in effect also have the related ownership responsibilities as well.

The basic function of the nominee director is to shield working executives of limited and other companies from the public disclosure requirements that exist in Israel and other jurisdictions. It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body. Anyone performing a company search on a company with a nominee director would be unable to discover in whose name the nominee director was registered.

Hanner-Ofer Israel Lawyers owns a Trust Company who provides Nominee company director for your private limited company. The nominee company Director service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company.

Who Needs a Nominee Director Service?

Using nominee directors when forming a private limited company.

What is a nominee?

What should you know about using nominees for limited company? Hanner-Ofer Israel Lawyers provides nominee corporate director service with nominee shareholder.

Nominee Director Service

A nominee director serves as a proxy for the owner(s) of a company and acts on their behalf. A separate document is provided granting Power of Attorney to the beneficiaries. In certain circumstances we can provide one of our 'in house' Companies to act as a Nominee Director. However, the Director is ultimately responsible for the legal obligations and running of the company.

A person or a body corporate appointed to act as a Nominee Director owes a fiduciary duty to the company even though their appointment is as a nominee only. A Directors' duties and responsibilities are clearly defined in the Israel Companies Law 1999 and failure to comply with these duties and responsibilities can lead to the disqualification of a Director. Due to the onerous position of acting as a Director we must be selective when offering this service and we review each case separately. A Deed of Indemnity must be completed providing full details of the shadow director and compliance with our terms and conditions must be strictly adhered to and in most of the cases a special Director Insurance has to be filed.

At the same time the appointed nominees are not actually entitled to manage the company. We can provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.

Each Limited Company formed in Israel must have a minimum of one Director and shareholder. The Company Shareholder and the Company Director can't be the same person. There is a minimum age limit of 18 years in the Israel Companies Law for a director to be appointed in Israel. However, he or she must be able to consent to their own appointment.

We can be your nominee Director in your company. A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee.

Who needs a Nominee Director Service: Company Directors are the persons who really run the company and make decisions. Sometimes directors do make mistakes, as a result, the companies are fined, and directors are disqualified and even imprisoned. The details of directors are added to public record at Companies Registrar, which means that these details are available to any person paying a small fee. There are further rules those bar some individuals not to act Director of a company in Israel.

In very special circumstances our company will act as a director of your company. And we shall ensure:-

High degree of privacy and confidentiality.

The names of the company's beneficial owners are not disclosed to any third party.

Beneficial owner will be provided with 'Power of Attorney' empowering him/her to run the business, manage the company's activities and open and operate the company's bank accounts.

Nominee Director will not be responsible or will make any decisions whatsoever in the management of your company.

Nominee Director will only sign company accounts and annual returns prepared by the accountants of the company.

Beneficial owner will be fully responsible (legal, Financial and others) for the running of the company.

Nominee Director will NOT be a signatory to the company bank account/s nor will run the company bank account/s on behalf of the company. (Under a separate agreement we may provide this service to act as secondary signatory only, not the primary signatory.

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You do not have to be resident in Israel to become a Director although some people not of Israeli nationality are restricted as to what work they may do if they wish to physically come to this country. A company Director can be either an individual or company and may or may not be resident in Israel. All companies must have at least one shareholder, corporate or individual, at the time of incorporation although as with the other positions mentioned above initially these will be taken by our Firm upon registration, then we will resign and appoint the permanent officers.

Company Directors have a certain responsibilities towards the company. Since the Company Director has responsibilities to keep records and submit necessary documents/returns to Government Departments i.e. Inland Revenue and Companies Registrar; it is normal for small companies to delegate this responsibility to other professional companies. Hanner-Ofer, Israeli Law Firm provides this professional service to a wide variety of companies. The essence of a nominee service is that it is the names of the nominee directors and/or shareholders that are indicated in the corporate documentation, according to their designation. Thus the names of the company's beneficial owners are not disclosed to the Companies Registry, so that clients are ensured the utmost confidentiality.

You will still control the company as an authorised representative but it will not be possible to search Companies House records to identify you. If you combine the nominee director service with our nominee shareholder and nominee secretary then no reference will be made to you at Companies House. You will however still retain full control and ownership of the company through our specialist agreements. Since the address of the nominee director will be one of ours, we will from time to time receive correspondence which will require the attention of the person requesting the nominee director service. As part of the service we will forward these documents.
NOMINEE DIRECTOR SERVICE. WHO IS A NOMINEE DIRECTOR?
A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee. Legally, according to the incorporation documents, the nominee is responsible for the company or entity. In addition, if it is the case of a nominee that is also listed as the shareholders, then they in effect also have the related ownership responsibilities as well.

Each company formed in United Kingdom must have a minimum of one director, and a company secretary. It can't be the same person, though secretary can be the second director of the company. The details of directors are added to public record The Companies House, it means that these details are available to any person paying a small fee. We can offer you our professional nominee directors and company secretaries so that you can keep your anonymity and not have to disclose who operates your company and your personal address. Our nominee director service is used to ensure the highest degree of privacy and confidentiality. Under the law information on directors and/or shareholders must be registered in the public files of the Companies Registry. Therefore only by using nominee directors and/or shareholders can the client's anonymity and confidentiality be ensured.

How it works: the nominee signs the Memorandum and Articles of Association to form your entity. The nominee will sign a General Power of Attorney document, which gives you full power to manage your company. The nominee will give you his signed and undated letter of resignation document, which gives you the peace of mind that he can't act against you. NB: The above information is general and is intended as a summary only. Clients should seek further clarification if required before deciding if they wish to engage nominee directors. We expressly reserve the right to provide this service to anyone for any reason. We specifically will not provide this service to corporations with a payroll or who may have excise tax obligations. Upon provision of a nominee director, we would require you, as beneficial owner(s) of the company, to sign a Letter of Indemnity indemnifying our director against all liabilities incurred by him by virtue of being so registered.
IMPORTANT NOTE:
Coddan can provide a nominee company director and secretary for your private limited company or for your limited liability partnership. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. Our annual fee includes the cost of processing the company's Annual Return each year. Our one off fee is all-inclusive for the 12-month period with no hidden charges.

If you wish to keep your name off the Public Records, so that it is easy to discern that you are involved with a company, then this is the service for you. The nominee will sign all corporate documents, except those that are not lawful or that bring personal liability to the nominee. There is a yearly charge for the nominee service. By appointing our corporate nominee director you can remain anonymous from your company, as no personal details will be recorded at Companies House. This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes. If you are seeking anonymity for illegal reasons, please go somewhere else to incorporate. You will still control the company as an authorised representative (by General Power of Attorney) but it will not be possible to search Companies House records to identify you. This General Power of Attorney gives the Attorney authority to take decisions and actions on behalf of the company. This include buying or selling property or shares, signing cheques etc. This General Power of Attorney allows the Attorney to open, operate and close any bank or building society account in the company's name, and a Power of Attorney that allows the Attorney to sign cheques on behalf of the company.
 

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Ms. Odelia Mashiach, will attend to you (in English)

Phone No. +972 3 546 88 88

 

In case of emergency, call Gabriel Hanner at his cellular +972 50 552 33 33

 

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