Nominee Directors are utilized in most jurisdictions. With respect to publicly traded shares, nominees are commonly, and legitimately, used to facilitate the clearance and settlement of trades. The rationale for using nominee shareholders in other contexts, however, is less persuasive and may lead to abuse. For example, many jurisdictions require corporations to maintain shareholder registers and file annual returns containing shareholders list and directors information. The use of nominees, however, reduces the usefulness of the shareholder register or the shareholder list because the shareholder of record may not be the ultimate beneficial owner.
Where nominee Directors are used, most jurisdictions employ investigatory means to discover the identity of the beneficial owners. In the United Kingdom, Section 212 of the Companies Act 1985 provides companies with a procedure to identify the beneficial owners of their shares. Under this Section, a company can ask the nominee to disclose the identity of the beneficial owner. If the nominee refuses, the company can apply sanctions such as suspending voting rights, withholding dividends, or refusing to register any subsequent transfer of shares
Where nominee Directors are used, most jurisdictions employ investigatory means to discover the identity of the beneficial owners. In the United Kingdom, Section 212 of the Companies Act 1985 provides companies with a procedure to identify the beneficial owners of their shares. Under this Section, a company can ask the nominee to disclose the identity of the beneficial owner. If the nominee refuses, the company can apply sanctions such as suspending voting rights, withholding dividends, or refusing to register any subsequent transfer of shares
