Provision Of Company Secretaries, Nominee Shareholders And Directors in Hong Kong
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Professional company secretaries make sure that the company's official
filings with the relative Registry of Chamber of Commerce are performed timely
and appropriately and that the company has a good footing in the country of
establishment. Your company secretary will prepare other documents considering
alterations to the company structure as and when they happen. Such matters will
comprise allotment of shares, transfer of shares and appointments and
resignations of officers.
A nominee shareholder is one who steps in as the public owner of shares in a
company without possessing any actual ownership of a company. A nominee
shareholder acts according to the instructions from the real owner (the
beneficiary) of a company. The relationship between the nominee shareholder and
the beneficiary is controlled by the nominee's professional license as well as
by a contract describing the rights and duties of the nominee. The services of
nominee shareholders are utilized in offshore and onshore companies to attain
confidentiality of the beneficiaries.
After the incorporation of a company (no matter whether it is a new or
ready-made, shelf company or a tailor made company), you can either play the
role of a shareholder yourself, or you can access the services of a nominee
shareholder with an intention to ensure your corporate privacy. To attain
privacy some clients do not like to be noticed as shareholders of the companies
that they have established and will as a result look to appoint nominee
shareholders. These nominee shareholders will keep the shares on trust for the
beneficial owners and only they will be open to the onlookers on the register of
Each appointed nominee shareholder will sign a declaration of trust to the
beneficial owner that they are keeping the shares on behalf of the beneficial
owner and will reverse the possession of the shares into the name of the
beneficial owner or will hand over them to another party as solicited. Once the
service of a nominee shareholder is accessed, your shares must be kept on trust
in the form of a Nominee shareholders Agreement. The nominee shareholders
agreement would perform the purpose of making sure that your identity as
Beneficial Owner(s) is not shown on public record at the Company's Registry.
A nominee director is a person who regulates the company on the legitimate
instructions of the beneficiary of a company. Legally, the director of a company
has all the rights and is fully accountable for the conduct of a company as
expected by the law and constitutive documents of a company. The relationship
between the director and the beneficiary and the rights and obligations thereof
must conform to legal and ethical professional standards observed in any given
country as well as by a contract agreed upon by both the management company and
the beneficiary. The nominee director cannot and will not associate with any
business contract or financial or moral commitment.
The fundamental duty of the nominee director is to protect working executives
of limited and other companies from the public disclosure requirements that
prevail in the UK and other jurisdictions. It is a completely legal device which
maintains the privacy of an individual. It is designed to assist a person who
would rather not make public their interest or association with a given
corporate body. Anyone doing a company search on a company with a nominee
director would fail to find in whose name the nominee director was registered.
Provision of company secretaries, nominee shareholders and directors are almost
unavoidable for the success of any company.
About the Author
Zetland Financial Group provides the offshore investor with
fiduciary Services, investment management and corporate advisory services,
offering personal service and professional advice with total confidentiality.
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Article Published/Sorted/Amended on Scopulus 2008-07-03 09:08:35 in Business Articles