Nominee Directors and Shareholders: What They Can and Cannot Do

What nominees are used for

Nominees solve two different problems. Some jurisdictions require a local or resident director or officer, which a founder living abroad cannot be. And many founders prefer that their own name does not appear on a public register. Our nominee services page sets out, jurisdiction by jurisdiction, why a nominee or local director is used and what stays disclosed.

What stays disclosed

Hong Kong. Every Hong Kong company keeps a significant controllers register at its registered office or another place in Hong Kong. A significant controller includes anyone holding more than 25% of the shares or voting rights, or with the right to appoint or remove a majority of the board. A share held by a nominee for another person is treated as held by that other person, so the real owner is entered in the register (Companies Registry, as of November 2026).

United Kingdom. Since 18 November 2025, directors and people with significant control must verify their identity with Companies House. New directors verify before they can be appointed, and existing directors confirm it with their next confirmation statement during a 12-month transition (Companies House, as of November 2026).

European Union. On 22 November 2022 the Court of Justice held that the rule making beneficial ownership information accessible in all cases to any member of the general public was invalid, because such access is a serious interference with the rights to privacy and to the protection of personal data (Court of Justice of the EU, cases C-37/20 and C-601/20, as of November 2026). The registers themselves remain; what changed is who may look at them.

Banks and tax authorities. Under the Common Reporting Standard, accounts held by some entities are reported together with the people who control them (OECD, as of November 2026), and in our experience every bank asks for the beneficial owners at account opening. See our explainer on the Common Reporting Standard.

What a nominee does not change

• The beneficial owner. The person behind the nominee remains the beneficial owner for registers, banks and tax.
• Where the company is managed. A nominee director who only signs what the owner decides does not move the company's management to the nominee's country. Where decisions are really taken can decide where the company is tax resident; see our explainers on economic substance and tax residency.
• The bank's view. In our experience banks expect nominee arrangements to be disclosed with the full ownership chart. An undisclosed arrangement is a reason to decline or close an account.

How to use nominees properly

1. Use a licensed provider in the jurisdiction concerned.
2. Put a written nominee agreement in place that sets out who decides what and how instructions are given.
3. Disclose the beneficial owner to the provider, to the registers that require it and to the bank.
4. Plan the bank account at the same time, because the bank's view of the structure decides whether it works.

Redomiciled arranges nominee and resident directors, nominee shareholders and company secretaries through licensed local providers, always with the beneficial owner disclosed. Our Global Structuring desk fits them into the wider structure.

Frequently asked questions

Are nominee directors legal?

Many jurisdictions allow nominee directors and shareholders, as long as the beneficial owner is recorded wherever the law requires it. Our nominee services page sets out the rules in each jurisdiction we cover.

Does a nominee shareholder hide who owns the company?

At most from the public register, and only in some jurisdictions. In Hong Kong, for example, a share held by a nominee is treated as held by the real owner for the significant controllers register, and banks ask for the beneficial owner.

Do nominee directors in the UK have to verify their identity?

Yes. Since 18 November 2025 every new director must verify their identity with Companies House before appointment, and existing directors confirm verification with their next confirmation statement.

Can a nominee director create substance in a low-tax country?

Not by signing alone. Substance means decisions are taken and work is done locally; a director who follows instructions from abroad does not show that.

Sources

• Companies Registry (Hong Kong): Significant controllers register, frequently asked questions, and guideline on keeping the register (as of 3 November 2026)
• Companies House (UK): Identity verification rollout from 18 November 2025 (as of 3 November 2026)
• Court of Justice of the European Union: Press release 188/22 on cases C-37/20 and C-601/20 (as of 3 November 2026)
• OECD: Peer review of the automatic exchange of financial account information, 2025 update, executive summary (as of 3 November 2026)

This article is general information, not legal advice. Nominee rules differ by jurisdiction and change often; check the current rules with a licensed provider in the jurisdiction concerned.