A Nominee shareholder is an individual who holds shares or stock in a company on behalf of the actual owner or beneficial owner under a Nominee agreement. The nominee director serves as a proxy for the beneficial owners.
A nominee Director likewise is an individual appointed as a director in a company on behalf of the actual director to represent the interests of the nominator in the company board.
A nominee director or shareholder is normally used for different purposes but largely a nominee shall step in
Nominee director service may also be used where a client does not wish to be personally appointed as a director in a company and opts to nominate someone in his place in order to guarantee his privacy or for any other reason.
We provide reliable Nominee director / shareholder services in Kenya.
Upon agreement and appointment of a nominee director, a Nominee service Agreement will be signed between the client and the nominee. This will guarantee to the client that the nominee can only act with the client's prior approval and or in accordance with the Nominee agreement.
In some cases where the Beneficiary Director or shareholder wants to participate in the activities of the company, but does not want to appear as a director or shareholder in the company records , the Nominee Director / shareholder shall execute a Power of Attorney in favor of the beneficiary director. On the basis of the given document, the person indicated in the Power of Attorney (the actual owner in this case), acts on behalf of the company and as a legitimate attorney and can sign documents, contracts and in some cases can open bank accounts.
A general power of attorney document hands control of the company to the beneficiary owner of the company.
Kenyan company Law does not give direct reference nor statutory recognition of Nominee directors or shareholders. In Kenya when incorporating a limited company there must be at least one director / shareholder.
The nominee director will be listed on the registrar of companies as the legal director / shareholder, and will officially have control of the company.
Under Kenyan jurisprudence, an individual (Nominee) who incorporates a company to acquire any benefit, will not be allowed to allege later when liability arises, that they cannot be sued because they are nominee directors. Hence it is imperative to protect both the director and the nominee.
To protect the clients we have a number of measures which include but are not limited to.
The Beneficiary shareholder or the client shall then be at liberty to effect changes to the company at any moment.
In order for the Nominee service agreement to operate smoothly, we propose the following guidelines.
It is important to note that a Nominee Director will be held personally liable for any wrongdoing by beneficial owner or your company. Hence the need for best business practices and compliance.
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