Nominee Director services in Kenya

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

  • Where the subscribers of a company are not able to comply with local requirements.
  • Where the is urgent business to be conducted and it is faster to use a nominee to conduct the business.
  • Where the subscribers of the company are prevented by any other restrictions to carry on business of the company.
  • Where there are bottle necks in local regulations and it becomes prudent to use a nominee.
  • Where it is on the interests of the shareholders to use a nominee to register the company, process the company tax registration and even open the company bank account
  • etc

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.

How to Appoint a Nominee Director or shareholder 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.

Nominee shareholding in Kenya

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.

What is the provision of Nominee director in Kenya?

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.

How we protect the Beneficial owners / Clients.

To protect the clients we have a number of measures which include but are not limited to.

  1. The Nominee director signs a predated resignation letter as a director in the company.
  2. The Nominee shareholder executes and signs a transfer of share certificate
  3. The Nominee shareholder executes and signs a predated transfer of shares and resignation affidavit
  4. The Nominee shall sign predated CR9 – Notice of cessation of office of Director.

The Beneficiary shareholder or the client shall then be at liberty to effect changes to the company at any moment.

Responsibilities of the Nominee Director and the Beneficial owners:

In order for the Nominee service agreement to operate smoothly, we propose the following guidelines.

  1. The Nominee will be elected as a Director / shareholder of the company and will act in such under the express instructions of beneficial owner or in accordance with the Nominee service agreement and for the best interests of beneficial owner.
  2. The Nominee shall not convene Board except with the express written instructions of beneficial owner.
  3. The Nominee shall not sell or assign or in any way impair the shares, stocks or assets of the company without the express written instructions of beneficial owner.
  4. Nominee Director will resign his position as Director within the period as stipulated in the Nominee agreement or on such notice as shall be given by beneficial owner.
  5. The Beneficial or the client may request Nominee to act as a signatory to the company bank account and the Nominee Director shall only act in such capacity under the written instructions of beneficial owner.
  6. The Beneficial shareholder or client shall not request or demand the Nominee Director to act in any way contrary to the laws of Kenya.
  7. The Beneficial shareholder / client shall ensure that the company complies with all local laws, is properly licensed and taxes and other obligations are met.
  8. The Beneficial shareholder shall indemnify the Nominee from acts or omission of the company that may arise into litigation or penalties,.

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.

Contact us for an insight and consultation on Nominee Director / shareholder services.

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