Nominee Shareholder Service
Who needs a Nominee Shareholder service?
Nominee Shareholder Services.
Israel Nominee Shareholder Service. Why
have and what is a Nominee Shareholder? The provision of nominee
shareholder services in connection with the formation of a limited
company is invariably required by clients seeking legitimate
confidentiality of ownership.
A nominee shareholder is the registered
owner of shares held for the benefit of another person (the beneficial
owner). The beneficial owner will normally require the nominee
shareholder to execute a declaration of trust in respect of such shares.
Hanner-Ofer Israel
Lawyers owns a Trust Companywho
provides Nominee Shareholders to serve as proxies for the company owners
and to act on their behalf. Our corporate nominees will hold the shares
for clients under a legally executed
Declaration of Trust. Our fee
covers the cost of reasonable handling of official documents, which will
be sent via the normal postal service. This does not cover Trade
correspondence or the use of express or courier services.
The Nominee will respect the
confidentiality of the Company and its Beneficiaries except with regard
to Israel authorities legally authorized to
make proper enquiries. The Nominee will not become involved in the
affairs of the Company or take responsibility for contracts or any trade
matters.
The beneficial owner may choose to appoint
a nominee because it does not wish to have the shares registered in its
own name, or it may be required to appoint a nominee, for example, in
the case of a wholly-owned subsidiary that is required by its articles
of association to have two shareholders. A nominee shareholder may be an
individual or a body corporate.
The Nominee relies on the Beneficiaries
providing correct, up-to-date information including personal details.
The Nominee maintains the right to refuse to sign documents that, in our
opinion, may be misleading or unlawful. The Nominee is legally obliged
to report evidence that may point to unlawful activity by the Company or
the Beneficiary. A single Nominee can only represent a single
beneficiary.
Where a company has multiple Beneficiaries
requiring nominees each Beneficiary will require a separate Nominee to
represent them and vote as their proxy. A contract will be provided for
each beneficiary. A renewal invoice is issued each year several weeks
before the renewal date. If payment is not received this service will
cease and the Nominee will resign.
There are many business structures
entrepreneurs can choose from when it comes to setting up a business.
Choosing a business structure can be a complicated task, however, the
first step is to ascertain the best structure for your business needs.
One option is to set-up your business as a registered company, such as a
private limited or public company.
Most companies registered in
Israel are private companies and this is also the preferred
option for most small businesses. The name of every shareholder of every
Israeli company is recorded in the Company's
Statutory
Register. This information is therefore
publicly available.
Some shareholders may require
confidentiality for commercial reasons. For example, whilst directors
may apply for confidentiality orders to keep their home addresses
private, this facility is not available to shareholders. Companies may
also wish to keep secret their ownership of development companies, for
valid commercial reasons. The name of the nominee shareholder then
appears on all public records relating to the shareholding.
A nominee is normally a company created for
the purpose of holding shares and other securities on behalf of
investors. With our service the nominee is not the legal owner of the
shares, and the underlying investors have the "beneficial interest" in
the shares: i.e. they are entitled to all income and capital gains on
them. Upon taking on the duties of Nominee Shareholder, we would hold
your shares on trust in the form of a
Nominee Shareholders Agreement.
Our Nominee Shareholders agreement would
serve the purpose of ensuring that your identity as Beneficial Owner(s)
is only known to us and not put on public record at the Company's
Registry. An original Share Transfer Form signed by us, but undated,
will be issued to you, so that you can have the security of being able
to transfer the shares at any time. A nominee holding occurs where a
third party holds shares on your behalf.
This can be purely an administrative matter
to aid the management of shareholdings. It is sometimes necessary for
the shareholders in a limited company to remain anonymous and appoint
nominees to hold their shares incognito. Our nominee becomes the
registered holder of the respective shares, and no record of the true
beneficiary then exists on the public record. Unless required to do so
by the Court, we will not divulge the beneficiary's true identity to any
third party without the express consent of the client.
The beneficiary's interest is secured by
the execution of a
declaration of trust
which binds our nominee accordingly, and gives the client full
control over any future transfer of benefits derived from the shares in
question. |
