Lawyers in Israel - Home > About Our Law Firm >
Nominee Director Service in an Israeli Corporation

Nominee Director Service in an Israeli Corporation

A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee. Legally, according to the incorporation documents, the nominee is responsible for the company or entity. In addition, if it is the case of a nominee that is also listed as the nominee shareholder, then they in effect also have the related ownership responsibilities as well.

 

Miss Sahara Kaplan, will attend to you (in English) at Phone No. +972 3 546 88 88

In case of emergency, call Gabriel Hanner at his
cellular: +972 50 552 33 33

Nominee Director Service in an Israeli Corporation

Who is a Nominee Director?

The basic function of the nominee director is to shield working executives of limited and other companies from the public disclosure requirements that exist in Israel and other jurisdictions. It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body. Anyone performing a company search on a company with a nominee director would be unable to discover in whose name the nominee director was registered.

Hanner-Ofer Israel Lawyers owns a Trust Companywho provides Nominee company director for your private limited company. The nominee company Director service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company.

Who Needs a Nominee Director Service?

Using nominee directors when forming a private limited company.

What is a nominee?

What should you know about using nominees for limited company? Hanner-Ofer Israel Lawyers provides nominee corporate director service with nominee shareholder.

Nominee Director Service

A nominee director serves as a proxy for the owner(s) of a company and acts on their behalf. A separate document is provided granting Power of Attorney to the beneficiaries. In certain circumstances we can provide one of our 'in house' Companies to act as a Nominee Director. However, the Director is ultimately responsible for the legal obligations and running of the company.

A person or a body corporate appointed to act as a Nominee Director owes a fiduciary duty to the company even though their appointment is as a nominee only. A Directors' duties and responsibilities are clearly defined in the Israel Companies Law 1999 and failure to comply with these duties and responsibilities can lead to the disqualification of a Director. Due to the onerous position of acting as a Director we must be selective when offering this service and we review each case separately. A Deed of Indemnity must be completed providing full details of the shadow director and compliance with our terms and conditions must be strictly adhered to and in most of the cases a special Director Insurance has to be filed.

At the same time the appointed nominees are not actually entitled to manage the company. We can provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.

Each Limited Company formed in Israel must have a minimum of one Director and shareholder. The Company Shareholder and the Company Director can't be the same person. There is a minimum age limit of 18 years in the Israel Companies Law for a director to be appointed in Israel. However, he or she must be able to consent to their own appointment.

We can be your nominee Director in your company. A nominee director is someone who in fact is renting his name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee.

You might be interested also in: How to Incorporate in Israel with a Nominee Director

Who needs a Nominee Director Service: The Company Directors are the persons who really run the company and make decisions. Sometimes directors do make mistakes, as a result, the companies are fined, and directors are disqualified and even imprisoned. The details of directors are added to public record at Companies Registrar, which means that these details are available to any person paying a small fee. There are further rules those bar some individuals not to act Director of a company in Israel.

In very special circumstances our company will act as a director of your company. And we shall ensure:-

bullet

High degree of privacy and confidentiality.

bullet

The names of the company's beneficial owners are not disclosed to any third party.

bullet

Beneficial owner will be provided with 'Power of Attorney' empowering him/her to run the business, manage the company's activities and open and operate the company's bank accounts.

bullet

Nominee Director will not be responsible or will make any decisions whatsoever in the management of your company.

bullet

Nominee Director will only sign company accounts and annual returns prepared by the accountants of the company.

bullet

Beneficial owner will be fully responsible (legal, Financial and others) for the running of the company.

bullet

Nominee Director will NOT be a signatory to the company bank account/s nor will run the company bank account/s on behalf of the company. (Under a separate agreement we may provide this service to act as secondary signatory only, not the primary signatory.

Nominee Director Role at a Glance

Who acts as the executive director(s) of the company i.e. who runs the company?Client
Who acts as the bank signatory?Client
Who signs contractual and financial documents of the company?Client
Who acts as the shareholder of the company?Client
Is nominee director involved in any matters of the company except to satisfy the statutory local director requirement?No
Can the nominee director review and scrutinize the bank and financial statements of the company?Yes, to fulfil his fiduciary duties
 

Miss Sahara Kaplan, will attend to you (in English) at Phone No. +972 3 546 88 88

In case of emergency, call Gabriel Hanner at his
cellular: +972 50 552 33 33

Nominee Director Duties

Read more

 

Israel Lawyers - Home

עברית

Company Registration

Company Registration
Nominee Shareholder
Nominee Director
Incorporate with a Nominee Director
Nominee Director Duty
Foreign Company Options
Register foreign company in Israel
Israel Options Comparison
Declaration of Trust
Deed of Trust
Foreign Shareholder
Corporate Foreign Shareholder
Israeli Company F.A.Q
Israel Company Law
Search a company
by name or registered number
List of Companies
List of Israeli public companies

Israel Company Law

Interpretation of the law
Foundation of a Company
Incorporation
Right of Incorporation
Legal Personality
Establishment and Registration of a Company
Purpose of Company
Acts Performed by a Promoter
Articles of Association
Contents of Articles and their Alteration
Name of the Company
Objects of the Company
Registered Share Capital and Distribution Thereof
Limitation of Liability
The Registrar of Companies
The Companies Registry
Keeping of Registers
Appeal
Structure of the Company
Organs of the Company
Powers and the Liability for Acts
Division of Powers Among
Principal Organs
Liability of Company for Acts of Organs
Liability of Individuals in an Organ
Avoidance of Unauthorized Acts
The General Meeting
Powers of the General Meeting
Annual General Meeting and
Special General Meeting
Convening and Direction of
General Meeting
General Meeting of a Private Company
Quorum at General Meeting and Chairman of General Meeting
Voting at General Meeting
Voting by Voting Paper and Statement of Position
Minutes of the Meeting
Defects in Convening Meetings
The Board of Directors
Powers of the Board of Directors
Chairman of Board of Directors
Convening of Meetings of Board of Directors
Meetings of the Board of Directors and their Direction
Voting at the Board of Directors
Minutes of Meetings of the Board of Directors
Defects in Convening Meetings of the Board of Directors
Committees of the Board of Directors
Audit Committee
The General Manager
Administration of the Company
Register of Shareholders and Substantial Shareholders
The Registers
Register of Shareholders
Registration of Share Warrant
Register of Shareholders and Shareholders Outside Israel
Reporting
Reports of Private Companies
Reporting by Public Company
Internal Auditor in a
Public Company
Auditor
Appointment of Auditor
Independence
Ending of Auditor’s
Term of Office
Fees Payable to Auditor
Powers, Duties
and Responsibilities of Auditor
Financial Reports
The Shareholder
The Shareholder and the Share Certificate
Rights and Obligations of Shareholders
Derivative and Class actions
Derivative Action and Derivative Defense
Representative Action
Office Holders in a Company
Directors’ Appointment and Term of Office
Term of Office of Director and Termination thereof
Restrictions on Appointment and Termination of Office
Corporation as a Director
Substitute Director
External Director
Appointment and Dismissal
of Other Office Holders
Duties of Office Holders
Duty of Care
Fiduciary duty
Exemption, Indemnification and Insurance
Rights of Director
Transactions with Interested ies
Capital of the Company
Securities and Transactions Therein
Freedom to Diversify
Registered Share Capital
Issue of Securities
Transfer of Securities
Preservation and Distribution of Capital
Permitted Distribution
Dividend
Purchase
Prohibited Distribution
Redeemable Securities
Acquisition of Companies
Merger
Special Tender Offer
Forced Sale of Shares
Purchase of Shares of the Minority by Holder of Control
Power to Purchase the Shares of Opposing
Shareholders
in a Private Company
General Provisions
Alteration of Class of Corporation
Foreign Companies
Compromise or Arrangement
Remedies
and Monetary Sanctions
Remedies
Monetary Sanctions
A Public Company
Traded Outside Israel
Regulations

Doing Business in Israel

Israel Company Registration

An Agent in Israel

Israeli Laws

Israel Tax

Israel Real Estate

Litigation in Israel

Agency in Israel

About Our Law Firm

242nd., Ben-Yehuda St. Tel-Aviv, Israel

See map to our offices

Avocat FrançaisEnglish  עברית

Site Map