Nominee Directors: Duties, Disclosure and Personal Risk

The arrangement disclosed. The nominee: the director's identity — the holder of the office. The nominator: who instructed the appointment and directs the votes — the identity disclosed to the company. The register: the nominee register entry — the directorship, the nominator, the dates, the evidence. The UBO effect: none on the cascade — the directorship is not a shareholding; the nominator is assessed on their own ownership or control. The company's records: the board minutes noting the nominee status — the governance record. The 15 days: the appointment, the changed instructions, the resignation — each within 15 days. The failure: the undisclosed nominee director — the board's true composition concealed — the governance falsity compounding the UBO violation.

The office carries the duties. The statutory duties: care, skill, loyalty, compliance — owed to the company, not to the nominator. The conflict: the nominator's instructions vs the company's interests — the director must serve the company; the instruction to harm the company must be refused. The liability: the nominee director is liable as a director — the wrongful trading, the breach of duty, the regulatory consequences — the 'I was only following instructions' is no defence. The resignation: the director who cannot serve the company must resign — not continue as the nominator's instrument. The records: the dissent minuted — the director who objected, evidenced. The lesson: the nominee directorship is the real directorship with the real liability — the nominee label changes the disclosure, not the duties.

The nominator is not hidden. The UBO disclosure: the nominator identified through the arrangement — the shield is transparent to the authorities. The attribution: the nominee director's acts are the company's acts — the contracts signed, the filings made — binding the company the nominator controls. The liability: the nominator directing the wrongdoing — the shadow-director exposure, the participation liability. The bank: the account's signatory known — the KYC identifying the controller behind the board. The dispute: the nominator vs the nominee director — the instruction disagreements litigated, the arrangement exposed. The lesson: the nominee director organises the governance — it never conceals the controller. The nominator seeking the shield should understand: the UBO regime was designed precisely to see through it.

The nominee director signs as a director — and the law largely treats them as one. Liability: a nominee director who signs false filings, approves unlawful distributions or trades while insolvent faces the same personal liability as any director; 'I was only following the nominator's instructions' is not a defence. The disclosure: the nominee register records the nominator, but the director's statutory duties run to the company — the nominee who knowingly implements the nominator's improper instructions breaches them. Protection: the sensible nominee insists on the written mandate defining the scope, D&O cover that actually covers nominee service, the right to independent advice, and a resignation right exercisable without the nominator's consent. The UBO angle: the nominee director is never the UBO by virtue of the office — but the control they exercise for the nominator is the nominator's control, disclosed as such.

Decision No. 109 of 2023 treats nominee arrangements as a disclosure event, not a structure to hide behind. A manager or board member who acts as a nominee board member must inform the legal person of that fact and provide the Article 10 data within 15 days of becoming a nominee; anyone who already held that capacity when the Decision was promulgated had 30 days from promulgation to disclose. Any change to the disclosed data must be reported within 15 days, and ceasing to be a nominee must be reported within 15 days of cessation. The details of Nominal Board Members are included in the Partners or Shareholders Register. The commercial risk runs the other way too: an undisclosed nominee arrangement leaves the register wrong, which is a violation in its own right, and it breaks the chain a bank, auditor or buyer needs when they verify who controls the company. Professional nominee services remain lawful; what the Decision prohibits is the nominee whose existence the company does not record.