To Nominee or NOT to Nominee

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This topic contains 7 replies, has 3 voices, and was last updated by  Prosper International 3 months, 3 weeks ago.

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  • #4661

    Dave
    Participant

    Hello!
    I plan to open a St Vincent/Marshal Islands company to sell online research platform (membership access). The incorporator is offering to add the nominee director from South Africa (not sure why a lot of the incorporators are using people from there).

    The only way I can use nominee director is to sign physical contracts (they do not charge anything for signature but the DHL costs would amount to 180 USD per contract). He might also shield me from liability when someone thinks we have infringed on their copyright (we never did).

    Do you think if we just use online terms and conditions and ask the clients to agree them upfront – I can avoid hiring this nominee? I could just sign up with all the banks and payment processors using my own docs as the director (which would still be shown at registration as I am the UBO)? I see that all firms need full sets of the documents on the director and UBO (each set costs like 180+60 DHL shipping from South Africa).

    Apart from that the bank I already agreed with can take me on – but with a nominee they will also ask him to provide all the docs (can nominee director have a say or potentially block bank operations?)

    Or is having a separate director makes the firm look less closely managed (less like a one man shop – I will still have employees)?

    So to Nominee or NOT to Nominee? Which is easier and secure?
    Dave

    • This topic was modified 4 months, 1 week ago by  Dave.
    #4663

    Game
    Participant

    Publicly accessible record of directors / managers
    Marshall Islands No
    St Vincent No

    Publicly accessible record of members
    Marshall Islands No
    St Vincent No

    Jurisdiction corporate director allowed
    Marshall Islands Yes
    St Vincent Yes

    My experience: Avoid nominees
    Nominee should only be used to obtain tax residency in the jurisdiction where the company is formed or where it is necessary to have a local director (Bermuda, Singapore, Cyprus, Switzerland…).
    If you want a shield of liability protection, incorporate a second company that acts as a corporate director.

    • This reply was modified 4 months, 1 week ago by  Game.
    • This reply was modified 4 months, 1 week ago by  Game.
    • This reply was modified 4 months, 1 week ago by  Game.
    #4667

    Dave
    Participant

    if you want a shield of liability protection, incorporate a second company that acts as a corporate director.

    Very interesting – but the second company woudl have me as the director and UBO still – and it woudl require additional doc sets:)) or how do you do this?

    #4668

    Dave
    Participant

    What do you think about signing contrast VS on-site-tick-here-to-agree-to-terms way of doing business?)
    Our tickets might range from 500 to 10000 – can such sums require physical contract signing?

    #4669

    Game
    Participant

    Of cause it will be more paperwork but a holding is a must for every business operation.
    This is not a good but the simplest solution: Create a holding company where you are the director and UBO.
    The holding company is the director and shareholder of your IBC.
    For the holding company choose a country with no CFC-rules. (any IBC jurisdiction, Hong Kong, Estonia, Gibraltar, … of cause it also depends where you are tax resident )

    Sorry! The second question I am not qualified to answer.

    Your business model seems to be complex.
    In my point of view you should talk to an attorney, so that you business is popper set up and that there is no tax evasion.

    … You also should have a company in your home country. You can than invoice your holding (or other) company for expenses and receive the capital from your IBC.

    • This reply was modified 4 months, 1 week ago by  Game.
    • This reply was modified 4 months, 1 week ago by  Game.
    • This reply was modified 4 months, 1 week ago by  Game.
    #4673

    Dave
    Participant

    Thank you Game – I need to keep it a bit simpler now – I am planning to sign up to the bitcoin exchange with the corporate account (they ask all company docs as well) – I am starting to wonder if a nominee can help at such registration – they would still know who is the UBO….

    #4674

    Game
    Participant

    Makes no difference if you have a nominee or not in the process.
    If you can provide them with all the documents they need, you are good to go.

    #4697

    Create a holding company where you are the director and UBO.
    The holding company is the director and shareholder of your IBC.
    For the holding company choose a country with no CFC-rules. (any IBC jurisdiction, Hong Kong, Estonia, Gibraltar, … of cause it also depends where you are tax resident )

    In your opinion shall the HoldCo be incorporated in any IBC jurisdiction or any low tax (non IBC) with no-CFC rules jurisdiction is fine?

    … You also should have a company in your home country. You can than invoice your holding (or other) company for expenses and receive the capital from your IBC.

    Why should anybody use a company in home country (supposedly a high-tax jurisdiction) to invoice a HoldCo generating profits from a trading IBC ?
    Probably I misunderstood your suggestion, however imho I would rather keep the money safe in the HoldCo accounts and invest the capital using HoldCo instead of receiving the capital from IBC in home country issuing invoices from local company.

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