When the term nominee is used, it generally means a person whose name appears on the public register but has no real power and merely signs as they are instructed to. This is the case with our
nominee shareholder service.
However, this is not the case with a nominee director. UK law is very clear that there is no such concept as a nominee director and that all directors owe the same director duties as any other director and these cannot be abdicated by the director.
UK law does not define or recognise nominee directors. In the eyes of the law, nominee directors are the same as any other director and owe the same duties to the company.[2]
However, we will use the term nominee director in this guide as a shorthand to refer to directors who are appointed to a subsidiary company, as a representative of the parent company. The UK government has acknowledged that this is perfectly legitimate where “
the nominee director is genuinely taking part in the running of the business and fulfilling their responsibilities.”
[3]