Updated
GL-N-06
Glossary · Structures and trusts
Nominee director - a formal director who does not hide the owner
A person who formally appears as the companys director instead of the real owner. It does not help hide the beneficiary: the bank and the registry still require disclosure of who stands behind the firm.
01 / In 30 seconds
The short answer
- What it is
- A person formally listed as director in place of the real owner
- Why it is used
- For privacy and convenience in managing the company
- Does it hide the beneficial owner
- No: the bank and the register still require the real owner to be disclosed
- What it risks
- A non-transparent scheme is a red flag for compliance
- Can you prepare
- Yes: build a transparent structure and disclose the UBO
02 / In plain words
What Nominee director means
A nominee director is a person formally appointed as a company’s director in place of the real owner or for convenience of management. They appear in the documents and sign papers on instruction, but make no real decisions themselves — the beneficial owner stands behind those.
In the past, nominees were used among other things to hide the real owner. Today this hardly works: under beneficial ownership (UBO) rules, the bank, the registrar and the regulator still require disclosure of the real person who controls the company and benefits from it. A nominee director does not hide the ultimate owner.
Moreover, a company with a nominee and a non-transparent structure is a red flag for compliance: the account may not be opened or may be frozen. A nominee has a legitimate role (privacy, a local requirement for a resident director), but as a tool of concealment it is dangerous. A transparent structure with the beneficial owner honestly disclosed is more reliable.
A case from practice
A client registers a company with a nominee director and tries to open an account for it. Under UBO rules the bank requires disclosure of the ultimate beneficial owner. Until the real owner is disclosed and the source of control evidenced, the account is not opened — the nominee did not provide concealment.
Where nominees are found
- A requirement for a local resident director
- Privacy of the structure
- Convenience in managing the company
- Registering a firm abroad
- Opening a company account
- Disclosing the beneficial owner (UBO)
03 / What it covers
What matters about a nominee
Role
- A formal director
- Acts on instruction
- Makes no decisions
Behind them
- The real owner (UBO)
- Who controls
- Who benefits
What does not work
- Hiding the beneficial owner
- Getting round the UBO register
- Hiding from the bank
Risk
- Red flag
- Refusal or freezing
- Regulator’s attention
04 / How it works
How to build the structure properly
Identifying the real owner
Who really controls the company.
Build a transparent structure
A clear ownership chain.
Disclosing the beneficial owner (UBO)
The beneficial owner in the register and for the bank.
Passing compliance
The bank checks the structure.
Structure accepted
Account opened, structure accepted.
05 / Key facts
What you need to know
01What it is
A formal director
Named in the documents and signs on instruction; the beneficial owner makes the decisions.
02Hiding the owner
It will not work
Under beneficial ownership rules, the bank, registrar and regulator require the real owner to be disclosed.
03For compliance
A red flag
A nominee plus an opaque structure: the account may be refused or frozen.
04Legitimate role
Exists
A local resident director requirement, everyday privacy.
Common mistakes
Hiding the owner behind a nominee
Disclose the beneficial owner to the bank and in the register.
Building an opaque structure
Make the ownership chain clear to the bank.
Appointing a nominee without a reason
Appoint a nominee only for a legal requirement.
06 / Expert advice
How to prepare in advance
Build a transparent structure from the start: identify the real owner, disclose them honestly in the register and to the bank, and use the nominee role only where it is legitimate (a local resident director, for example). Then compliance sees a clear picture rather than the red flag of a non-transparent scheme.
What we do for you. BRIDGES GLOBAL builds a transparent and protected structure: we identify the real owner, disclose them honestly as the bank and the register expect, and use the nominee role only lawfully. That way the structure passes compliance rather than arousing suspicion.
Dmitry NagyTax consultant, international taxation and compliance (ex-Big4)
07 / Questions
Frequently asked questions
No. Under beneficial ownership rules, the bank and the register still require disclosure of the ultimate individual who controls the company and benefits from it.
The role itself is legal and sometimes mandatory (a requirement for a local resident director, for example). Using it to conceal the beneficial owner is unlawful and dangerous.
It is a red flag for compliance: the account may not be opened or may be frozen, and the regulator may take an interest. Transparency is more reliable.
The real owner of the company — a person with a stake usually from 25% or actual control, who ultimately benefits. That is who must be disclosed.
For legitimate purposes: meeting a local director requirement, ensuring privacy within permitted limits, simplifying management. But not for concealment.
By disclosing the real beneficial owner and evidencing the source of control and money. We help do this transparently so that the bank sees no risks.
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