A nominee director holds legal authority over the company. The principal retains beneficial ownership. That gap between legal authority and economic interest is where control disputes originate. Before the appointment is signed, thirteen points require confirmation — not assumption.
Control is the operative question throughout this checklist. Each point identifies what needs to be confirmed, which source category confirms it, and where the source stops.
What this checklist coversThirteen pre-appointment verification points for a principal appointing a nominee director, organised by source category. No jurisdiction-specific tariffs are cited; mechanisms are described without figures. AngleControl — who holds legal authority, what the principal can enforce, and where the source chain ends. Price tiersNot applicable to this page. This is an informational checklist; no report is priced here. Data limitThe ceiling of what the sources allow is stated before payment on any report ordered from this checklist.Why the checklist exists
A nominee arrangement rests on two parallel instruments: the public record and the private agreement. The public record names the nominee as director. The private agreement — the nominee declaration, the power of attorney, the shareholder resolution — defines what the principal can actually enforce.
Neither instrument alone is sufficient. A nominee declaration without a matching public record is unenforceable in most jurisdictions. A public record without a nominee declaration leaves the principal with no documented basis to instruct or remove the director.
The checklist below organises the verification into four source categories: corporate registry, filed instruments, private agreement layer, and enforcement record.
Category 1 — Corporate registry layer
Point 1: Director appointment is registered.
The nominee's name must appear in the relevant corporate registry as a current director. Confirm the date of appointment, the register entry number, and whether the appointment is active or pending. Source category: national corporate registry. The registry shows the legal fact of appointment; it does not show the terms under which the nominee holds the position.
Point 2: Signatory authority is defined in the registry entry.
Some jurisdictions record whether a director may act alone or only jointly. Confirm which authority class applies to the nominee. A nominee with sole signatory authority presents a different risk profile than one who requires co-signature. Source category: national corporate registry, articles of association as filed.
Point 3: No parallel director appointments create a conflict.
Search the same registry for other current directorships held by the nominee. A nominee serving simultaneously as director of a competitor or a counterparty creates a conflict that the principal should resolve before appointment. Source category: national corporate registry, cross-referenced by nominee's name.
Point 4: Registered address and jurisdiction of incorporation are confirmed.
The jurisdiction determines which law governs the nominee relationship, which courts have jurisdiction over disputes, and which enforcement mechanisms are available. Confirm these before signing any nominee instrument. Source category: national corporate registry.
Category 2 — Filed instruments
Point 5: Articles of association define director removal procedure.
The articles govern how a director is removed. Confirm whether removal requires a shareholder resolution, a board resolution, or a court order. Confirm the notice period and quorum requirements. If the articles have been amended, confirm the current version is the filed version. Source category: corporate registry, filed articles.
Point 6: Shareholder register reflects the principal's position.
In jurisdictions where the shareholder register is filed or publicly accessible, confirm that the principal's shareholding is recorded correctly. A nominee director appointed by a shareholder whose name does not appear in the register faces a challenge to the appointment's legitimacy. Source category: corporate registry or filed shareholder list, depending on jurisdiction.
Point 7: No charges, pledges or encumbrances are registered against the company.
A registered charge over company assets can restrict the director's authority and the principal's ability to transfer shares or dissolve the company. Confirm the charges register before appointment. Source category: national corporate registry or charges register, where maintained separately.
Point 8: No insolvency or dissolution proceedings are recorded.
Confirm that no winding-up petition, administration order, or equivalent insolvency proceeding has been filed. A nominee appointed to a company already in insolvency proceedings acquires a materially different — and more constrained — legal position. Source category: national insolvency register. Note: a negative result in an insolvency register does not guarantee that no application has been filed; processing delays vary by jurisdiction.
Category 3 — Private agreement layer
Point 9: Nominee declaration or undisclosed agency agreement is executed before appointment.
The nominee declaration must be signed before the director is registered, not after. Confirm that the document: names the principal, defines the scope of the nominee's authority, includes an irrevocable power of attorney in favour of the principal, and specifies the governing law. Source category: private instrument — not verifiable from public sources. This is the layer the registry does not show.
Point 10: The power of attorney is in a form that is enforceable in the jurisdiction of incorporation.
A power of attorney valid under English law may not be recognised in a civil law jurisdiction without notarisation or apostille. Confirm the formal requirements of the jurisdiction of incorporation before execution. Source category: local legal requirements — not derivable from registry data alone.
Point 11: The nominee declaration addresses what happens on the nominee's death, incapacity, or insolvency.
If the nominee becomes incapacitated or insolvent, the company may be left without a functioning director. Confirm that the declaration includes a succession mechanism or that the articles provide for automatic replacement. Source category: private instrument and filed articles.
Point 12: The fee arrangement and indemnity are documented.
An undocumented fee arrangement creates a disputed liability. An undocumented indemnity leaves the nominee exposed — and an exposed nominee is an unstable nominee. Confirm both are in writing and signed before appointment. Source category: private instrument.
Category 4 — Enforcement record
Point 13: The nominee has no disqualification record in the relevant jurisdiction.
Several jurisdictions maintain public registers of disqualified directors. A nominee who is disqualified cannot legally serve. Confirm the nominee's status in the disqualification register of the jurisdiction of incorporation, and — where the nominee is a national of a different jurisdiction — in that jurisdiction's register as well. Source category: national disqualification register or equivalent. Availability and coverage vary significantly by jurisdiction.
The limit of what the sources allow
The corporate registry confirms legal facts: appointment, authority class, registered address, filed instruments. It does not confirm the terms of the private agreement between the principal and the nominee.
The private agreement layer — the nominee declaration, the power of attorney, the fee and indemnity arrangement — is not filed anywhere. It exists only in the executed documents held by the parties. No registry search reaches it.
The enforcement record confirms disqualification and insolvency. It does not confirm the nominee's conduct in prior engagements, the terms on which prior nominee relationships ended, or whether prior principals were satisfied.
The ceiling of what the sources allow is this: the public record confirms the legal framework; it does not confirm whether the private agreement is adequate, enforceable, or present at all. That gap is the principal's risk to manage before appointment, not after.