Nominee Director

A "nominee director" in the Philippines is an individual appointed by foreign shareholders to fulfill legal requirements and represent them in a local corporation, typically holding minimal shares in trust without actively participating in the company's operational decision-making.
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Triple i Consulting offers a specialized Nominee Director Service tailored for both local and foreign investors aiming to establish their business footprint within the Philippines. Our expert consultants possess comprehensive knowledge concerning the critical roles and responsibilities inherent in the position of a nominee director, in addition to their expertise in corporate housekeeping and ensuring legal compliance.

Understanding the Role of a Nominee Director

A Nominee Director is typically appointed by foreign shareholders seeking to register a domestic or subsidiary corporation in the Philippines. Their primary responsibility revolves around fulfilling compliance requirements throughout and after the company’s incorporation process. However, their involvement is limited to holding one share in trust on behalf of the foreign shareholder or beneficial owner.

The role of a nominee director remains non-executive, barring direct participation in operational aspects such as voting in board meetings, accessing the company’s corporate bank account, or managing finances. Despite their non-executive position, they bear the general responsibility and inherent liability common to directors concerning potential business risks.

Significance of a Nominee Director in Philippine Company Setup

To register a domestic or subsidiary corporation, the Revised Corporation Code (RCC) mandates a minimum of two incorporators who function as directors, exercising corporate powers and overseeing all business activities and assets. In the case of companies with foreign ownership, having at least one resident director greatly streamlines the signing and submission of documents to relevant government agencies during the registration process. This facilitates document authentication, provided the resident director receives authorization from the board to sign the necessary paperwork.

Roles and Obligations of a Nominee Director

Compliance with provisions outlined in the RCC and the Anti-Dummy Law dictates the following roles and responsibilities for nominee directors:

  • Holding at least one share of stock in trust for the corporation
  • Meeting qualifications and avoiding disqualifications stipulated by relevant laws
  • Attendance and participation in board meetings
  • Signing corporate contracts alongside fellow directors
  • Contributing to the corporation’s mission and vision as a board member
  • Fulfilling duties assigned by the Board of Directors

Nominee Stockholder for One Person Corporations

For those establishing a One Person Corporation (OPC), we extend our services as nominee stockholder and alternate nominee stockholder, providing continuity in managing corporate affairs should the single stockholder become incapacitated. The replacement of nominee and alternate nominee stockholders post-incorporation remains subject to the Foreign Investments Negative List (FINL) and other pertinent regulations.

Benefits of Engaging a Nominee Director in the Philippines

The decision to appoint a nominee director yields several benefits for both the company and the shareholder:

  • Confidentiality: Protecting sensitive details by registering the nominee director’s information instead of the shareholder’s.
  • Tax Savings: Leveraging a non-resident nominee director to navigate tax laws and save on taxes payable within the Philippines.
  • Banking Convenience: Streamlining company establishment and bank account set up through the nominee director’s facilitation.
  • Stakeholder Loyalty: Securing stakeholder interests by outlining expectations in a legal agreement with the nominee director.

Effortless Appointment of Your Next Nominee Director

Setting up a business in the Philippines promises extensive opportunities for growth within the country and the broader Asia-Pacific region. However, the complexities of regulatory procedures necessitate guidance from experienced business consulting firms. Entrust us to streamline the process of appointing your next nominee director, ensuring a seamless establishment and compliance with regulatory frameworks.

Is Assistance Available?

Triple i Consulting provides a full suite of business services in the Philippines, including:

  • Providing a corporate secretary
  • Providing a corporate treasurer
  • Business registration
  • Corporate housekeeping
  • Annual filings with the SEC, BIR, and Local Government

If you would like our assistance with Nominee Directorship representation, please book an initial consultation with one of our business experts through any of the following channels below:

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