Nominees are people or legal entities that act as directors or shareholders of a company to protect the identity of a real shareholder or director.
During company registration in Cyprus, the name, address, occupation and nationality of the person or legal entity who is to be the shareholder or the beneficial owner is required. In cases where anonymity is preferred, nominees are used.
Furthermore, a nominee can facilitate the company registration process, doing things such as opening bank accounts and other necessary tasks on an owner’s behalf.
Often, nominees are used to facilitate the clearance and settlement of publicly traded shares. As such, beneficial owners are given a trust deed and an instrument of transfer authorizing the nominees to hold shares in trust.
Besides providing anonymity, shares trading and registration assistance, company owners may also use nominee directors to take advantage of the Cyprus tax system, which has an extensive double tax treaty network and offers the low corporate tax rate of 12.5 percent.
However, according to Cyprus tax law, a company can only benefit from the local tax system if it is a tax resident in Cyprus, which is why international clients often appoint Cyprus nominee directors. A company is considered a Cyprus tax resident if it is managed and controlled from Cyprus.
To enjoy the full advantages of Cyprus’s tax system, companies have the majority of the Board of Directors – at least one shareholder, one director, a secretary – live and work on the island. International Business Companies are also required to have a registered office.
It is important to note, however, that in some cases, disclosure of a beneficial owner’s name might be required. Where nominee directors are used, some jurisdictions can lawfully request an owner’s identity from the nominee.
If the nominee refuses, a company within the proper jurisdiction can apply sanctions, including suspension of voting rights, withholding dividends or refusing to register any subsequent transfer of shares.