Options for control over a nominee director

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3 options for finding a nominee director

To minimize the risks of cooperation with a nominal director, the real director must have two main documents as his insurance:

Agreement on termination of the concluded cooperation agreement with an open date , i.e. without specifying it, but with the signature of the nominee. It is this document that will allow you to terminate the relationship with the fictitious director at any time and appoint another person in his place.

A notarized power of attorney to perform travel agency email list certain actions, issued to you on behalf of the company. This may be opening bank accounts, representing the interests of the company, making transactions, etc. The power of attorney is issued by the nominal director to the main director or another person who has been appointed to the position of manager of the company.

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To ensure even greater security for the true owner of the company and its interests, it is necessary to sign an agreement with the fictitious director, in which he is prohibited from committing illegal actions that cause any damage to the company's property or its interests.

Risks of a contract with a nominee director with an empty date
As we discussed in the previous section, an open-ended termination agreement with a nominal manager provides some guarantees to the real manager.

There are also common cases when the contract for the sale and purchase of a share in the authorized capital of a company is assigned a date at the time the business owner makes a decision to change the composition of the company's participants.

But again, we should not forget about possible risks. Such a transaction may be declared invalid if it is not certified by a notary (clause 11 of Article 21 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies"). In addition, the nominee may turn out to be an unreliable person and refuse to be present at the certification of the transaction by a notary or disappear altogether.

You can avoid such risks by drawing up a written offer instead of concluding a purchase and sale agreement. It is written on behalf of the nominal owner to the real manager or another person with an offer to purchase a share in the authorized capital of the company. After the offer is received, the company can exercise the preemptive right to purchase the share being sold. Such a transaction does not require notarization (paragraphs 5–7 and 11 of Article 21 of Law No. 14-FZ).

Risks of a contract with a nominee director with an empty date

In addition, keeping all the seals with the business owner and not disclosing information about the current account to the nominal manager will help avoid problems. But it is worth considering that all payments on the account must be made to the address of the fictitious manager (if the nominal and real ones are at different addresses). This is necessary so that in the event of operational investigative activities, police officers cannot determine the address of the office from which the account was actually managed by the IP address.

You should also not neglect to install a caller ID blocker on the phone number from which you are communicating with the nominal number.

However, it is possible to prove that the documents on dismissal or sale of the nominal share to the real owner were drawn up much earlier than the date indicated on them, but it is quite problematic. The fictitious owner may require an examination.

But one way or another, not every expert will be able to establish the authenticity of documents. If he does not have comparative materials (documents in which the signature of the person was put in the same ink), then the examination procedure becomes practically useless.

In addition, it is worth remembering that the later the papers are submitted for examination, the less likely it is to establish their authenticity, since over time the volatile components of the ink tend to evaporate.

[yadaysrdone]

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