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:-
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High degree of privacy and confidentiality. |
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The names of the company's beneficial
owners are not disclosed to any third party. |
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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. |
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Nominee Director will not be responsible or
will make any decisions whatsoever in the management of your company. |
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Nominee Director will only sign company
accounts and annual returns prepared by the accountants of the company. |
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Beneficial owner will be fully responsible
(legal, Financial and others) for the running of the company. |
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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 |
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