The concept of using Nominee Directors for offshore companies is as old as the offshore finance industry itself. In recent years, however, we have seen increasing demand for Professional Directors who will accept appointments internationally.
THE DIFFERENCE BETWEEN NOMINEE DIRECTORS AND PROFESSIONAL DIRECTORS
Traditional nominee directors serve one purpose: privacy. Typically, lawyers and incorporation agents use low-level employees such as receptionists or delivery boys and appoint them as directors of clients’ companies. These nominees know nothing whatsoever about the business – but would issue a General Power of Attorney to the ultimate beneficial owner. The client is therefore able to manage all day-to-day business and bank accounts without his name appearing in the company registers. We are happy to provide a traditional nominee director service to clients who require it even though we choose superior people to service this work.
THE ADVANTAGES OF PROFESSIONAL DIRECTORS & RESIDENTIAL DIRECTORS
Professional Directors, however, are used where one or more real credible board members are required. Rather than low-level employees, Professional Directors are educated people with ample business experience, who are prepared to act as ambassadors for the company and can grow into the role of business consultants. Using Professional Directors can enhance a company’s credibility immensely, and having Professional Directors demonstrates true management and control offshore.
Unlike nominees who basically sign documents without question, Professional Directors understand legal compliance and personal responsibility. They understand their fiduciary obligations to the shareholders of the company. Although they will take advice from the shareholders, they will not follow instructions blindly. They will carefully analyze all decisions and record their deliberations in writing via minutes. Professional Directors are also generally responsible for company secretarial tasks such as keeping minutes of board meetings.
In response to modern anti-avoidance laws in major jurisdictions, retaining Professional Directors and the maintenance of detailed minutes of board meetings can be the key to demonstrating clearly that the ‘brains’ and central management of the company really are located in the tax-free jurisdiction.
A basic annual retainer fee for an offshore company may start at US$350 P.A., whereas a Resident Director appointment in Australia would more likely start at A$1,000 for Appointment fee. Beyond this, work carried out (signing documents, visiting notary etc) is billed at an agreed hourly rate, along with expenses. Additional responsibility fees are payable for positions that could be considered high risk or that require additional participation, such as financial services businesses.
Professional Directors are usually available for travel and available to talk on the phone, by Skype for conference calls etc. They all have complete personal documents, which can be used to support their role in the company.
Male, 60+, British, resident in Australia, B.Com & MBA, served 2 terms as Director of an Australian Property Developer listed on the ASX. Foundation Director / Chairman of a New Zealand listed solar energy company. Served as bank Vice President, Trust Manager, Fund Manager etc.
Female, 60+, NZ citizen resident in Australia, B.Com, experienced business woman internationally.
Several residents of Australia who are experienced and prepared to face up to the responsibilities of a Resident Director for your genuine Australian business company.