Nominee Shareholder Service
Who needs a Nominee Shareholder service?
Nominee Shareholder Services.
Israel Nominee Shareholder Service. Why have and what is a Nominee Shareholder? The provision of nominee shareholder services in connection with the formation of a limited company is invariably required by clients seeking legitimate confidentiality of ownership.
A nominee shareholder is the registered owner of shares held for the benefit of another person (the beneficial owner). The beneficial owner will normally require the nominee shareholder to execute a declaration of trust in respect of such shares.
Hanner-Ofer Israel Lawyers owns a Trust Companywho provides Nominee Shareholders to serve as proxies for the company owners and to act on their behalf. Our corporate nominees will hold the shares for clients under a legally executed Declaration of Trust. Our fee covers the cost of reasonable handling of official documents, which will be sent via the normal postal service. This does not cover Trade correspondence or the use of express or courier services.
The Nominee will respect the confidentiality of the Company and its Beneficiaries except with regard to Israel authorities legally authorized to make proper enquiries. The Nominee will not become involved in the affairs of the Company or take responsibility for contracts or any trade matters.
The beneficial owner may choose to appoint a nominee because it does not wish to have the shares registered in its own name, or it may be required to appoint a nominee, for example, in the case of a wholly-owned subsidiary that is required by its articles of association to have two shareholders. A nominee shareholder may be an individual or a body corporate.
The Nominee relies on the Beneficiaries providing correct, up-to-date information including personal details. The Nominee maintains the right to refuse to sign documents that, in our opinion, may be misleading or unlawful. The Nominee is legally obliged to report evidence that may point to unlawful activity by the Company or the Beneficiary. A single Nominee can only represent a single beneficiary.
Where a company has multiple Beneficiaries requiring nominees each Beneficiary will require a separate Nominee to represent them and vote as their proxy. A contract will be provided for each beneficiary. A renewal invoice is issued each year several weeks before the renewal date. If payment is not received this service will cease and the Nominee will resign.
There are many business structures entrepreneurs can choose from when it comes to setting up a business. Choosing a business structure can be a complicated task, however, the first step is to ascertain the best structure for your business needs. One option is to set-up your business as a registered company, such as a private limited or public company.
Most companies registered in Israel are private companies and this is also the preferred option for most small businesses. The name of every shareholder of every Israeli company is recorded in the Company's Statutory Register. This information is therefore publicly available.
Some shareholders may require confidentiality for commercial reasons. For example, whilst directors may apply for confidentiality orders to keep their home addresses private, this facility is not available to shareholders. Companies may also wish to keep secret their ownership of development companies, for valid commercial reasons. The name of the nominee shareholder then appears on all public records relating to the shareholding.
A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors. With our service the nominee is not the legal owner of the shares, and the underlying investors have the "beneficial interest" in the shares: i.e. they are entitled to all income and capital gains on them. Upon taking on the duties of Nominee Shareholder, we would hold your shares on trust in the form of a Nominee Shareholders Agreement.
Our Nominee Shareholders agreement would serve the purpose of ensuring that your identity as Beneficial Owner(s) is only known to us and not put on public record at the Company's Registry. An original Share Transfer Form signed by us, but undated, will be issued to you, so that you can have the security of being able to transfer the shares at any time. A nominee holding occurs where a third party holds shares on your behalf.
This can be purely an administrative matter to aid the management of shareholdings. It is sometimes necessary for the shareholders in a limited company to remain anonymous and appoint nominees to hold their shares incognito. Our nominee becomes the registered holder of the respective shares, and no record of the true beneficiary then exists on the public record. Unless required to do so by the Court, we will not divulge the beneficiary's true identity to any third party without the express consent of the client.
The beneficiary's interest is secured by the execution of a declaration of trust which binds our nominee accordingly, and gives the client full control over any future transfer of benefits derived from the shares in question.