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What sets our service apart from others?

Szilaghi Consulting stands as the leading option when it comes to launching your gambling enterprise in any jurisdiction. Leveraging their vast understanding of the local gambling industry and regulatory framework, they offer unmatched expertise and support at every step of the way. Their seasoned team guarantees adherence to all legal obligations, simplifying the process of incorporation and licensing. Szilaghi Consulting takes pride in delivering tailor-made solutions that cater to your specific requirements, enabling you to overcome intricate obstacles and optimize your prospects of triumph. With a steadfast commitment to trustworthiness, reliability, and client satisfaction, Szilaghi Consulting emerges as the foremost choice to steer you towards establishing your thriving gambling venture.

What is a nominee director?

Nominee director is a third-party individual appointed as a company’s director through a nominee director agreement. The nominee director is documented in the Company Register. In general, nominee director services are passive, unless specified otherwise. This means that they are not authorized to make decisions or perform duties at their own discretion. Rather, they can only act based on instructions provided by the Ultimate Beneficial Owner (UBO) of the company.

If you require the nominee director’s assistance with company operations, opening a corporate bank account or signing documents, Szilaghi Consulting recommends using a Power of Attorney. This legally binds the nominee director, ensuring that they can only perform actions outlined in the Power of Attorney.

The nominee director does not hold any shares in the company and will not be involved in your day-to-day operations. Nevertheless, it is always advisable to select a trustworthy, qualified, and reputable individual to serve as your nominee director.

Nominee director:

• Appointed as director via agreement.
• Does not hold shares and will not be involved in the company’s everyday operations.
• Only allowed to act as based on UBO’s instructions.

What is a nominee shareholder?

A nominee shareholder is a third-party individual appointed as a company’s shareholder through a trust agreement recorded in the Company Register. There are two types of nominee shareholders: minority and majority. Despite holding company shares, a nominee shareholder does not possess any power or voting rights within the company.

Nominee shareholders are less common than nominee directors in most jurisdictions and companies. Typically, businesses only appoint a nominee shareholder to remain anonymous, as it provides complete confidentiality regarding the Ultimate Beneficial Owner (UBO). However, by appointing a nominee shareholder, the UBO identity is still you are still legally obligated to disclose the identity of the UBO to government authorities and international banks.

In some countries, appointing local shareholders for specific business activities is mandatory. In these cases, business owners often choose to appoint nominee shareholders to meet these requirements. For example, in Indonesia, you must determine whether your business activity falls under the Negative Investment List. Based on your intended business activity, the Negative Investment List will determine the percentage of local shareholding required.

In addition to selecting a qualified individual with a proven track record for this role, Szilaghi Consulting also recommends ensuring that the trust agreements are comprehensive and protect your company’s interests.

Nominee shareholder:

• Either majority or minority nominee shareholder.
• Third party appointed as shareholder via trust agreement.
• No voting rights or power in the company.
• Used to meet some countries requirements for local shareholders.

Are nominee directors legal?

Whenever the term “nominee director” is mentioned, one of the most frequently asked questions is whether it is a legal practice. Nominee director services are generally considered legal in most jurisdictions if they are used for legitimate purposes such as meeting local requirements or maintaining anonymity.

Regulations surrounding nominee directors are constantly evolving. More jurisdictions are holding nominee directors accountable for the actions of the registered company. For instance, if a UK limited company is being investigated for illegal activities such as tax evasion or money laundering, the nominee director can be held legally responsible. This increases the potential for legal and reputational risks for nominee directors.

To minimize risks for all parties involved, both the company and nominee director must act in the best interests of each other. To better serve its international clients, Szilaghi Consulting ensures that it works with qualified individuals with proven track records.

Benefits of using nominee director service

The use of nominee director service provides two main advantages. The first and most popular reason is anonymity. By appointing a nominee director, the Ultimate Beneficial Owner (UBO) can remain hidden from competitors, as their name will not be registered in the Register of Directors.

The second benefit is to comply with the Companies Act of certain jurisdictions. In some countries, like Singapore, Australia, and New Zealand, it is mandatory to have a local resident director during the registration process. This ensures that the company has a local point of contact for government deadlines, such as annual tax or accounting filing.

For instance, if you plan to register a company in Australia and do not have a suitable local candidate to act as your director, it may be prudent to engage a qualified professional nominee director in Australia. Szilaghi Consulting offers a comprehensive nominee service package that includes drafting nominee director agreements, trust agreements, and appointment of directors with the Companies Registry.

Lastly, a local nominee director increases the likelihood of opening a corporate bank account with a reputable local bank. The nominee director will attend the face-to-face interview with the bank and complete the full identification process on behalf of the company.

Benefits of nominee director service:

• Fulfill local resident director requirements.
• Assist in opening local corporate bank accounts.
• Anonymity.

Who can be a nominee?

Nominee directors or shareholders are typically required to meet certain criteria in most jurisdictions. They must be at least 18 years old and considered “fit and proper” individuals. In some countries, such as Singapore or Australia, the nominee director must also be a resident of the country for at least 183 calendar days per year.

Risks of using nominee structures

Engaging in a nominee structure comes with potential risks that should be taken into consideration. One risk is the breach of confidentiality. For example, if the nominee director is required to sign financial statements, they may gain access to confidential information about the company’s financial standing. Another risk is the possibility of the nominee making false claims to ownership of the company’s shares or acting without the UBO’s consent.

To mitigate these risks, Szilaghi Consulting ensures that our nominees are qualified professionals with a proven track record in fields such as accounting or law. We prioritize the best interests of all parties involved and strictly adhere to the terms outlined in the agreement.

Risks of nominee director service:

• Breach of confidentiality.
• False claims.
• Interference with business decisions.

Process of appointing a nominee

4 Steps to appoint a nominee director or shareholder:

1. Provide KYC information of the company and nominee.
2. Sign legal trust documents.
3. Appoint the nominee (1 – 10 days).
4. Update Register of Directors and Shareholders

Szilaghi Consulting offers a nominee director and shareholder service to our international clients. The first step is to understand the specific need for this service, which may require additional information such as the UBO’s previous experience, the intended corporate structure, business activity, and expected turnover. Once initial KYC due diligence is complete, our legal team will draft trust agreements based on the agreed terms and conditions. All parties must sign the legal document before proceeding. We provide basic KYC information of our nominee: passport, proof of address, CV, and other relevant documents for transparency.

After the trust agreement is signed, Szilaghi Consulting will appoint the nominee director or shareholder with the Companies Register. The procedure takes anywhere from one business day to two weeks, depending on the jurisdiction. Once approved, we send the updated Register of Directors and Register of Members as evidence of a successful appointment.

Throughout the engagement, you can expect the nominee director to fulfill the duties outlined in the agreement, which may include signing corporate documents, assisting with opening corporate bank accounts, and overseeing the filing of annual returns.