A nominee director holds legal control of a company on paper. The shareholder who appoints one retains economic interest — but only if the underlying documents say so, and only if those documents are enforceable where the company sits. Before the appointment is made, twelve items require confirmation from official sources.
Control is the operative word. A nominee arrangement that is not anchored in the registry, the articles, and a signed shareholder agreement transfers control rather than delegates it. The checklist below identifies what to confirm, which source confirms it, and where the source stops.
What this checklist coversTwelve pre-appointment verification items across registry, constitutional, and contractual layers. No jurisdiction-specific tariffs are stated: registry access costs vary and must be confirmed at the source before any request is submitted. AngleControl — who holds it on paper, who holds it in fact, and what the shareholder can enforce if the two diverge. Price tiersNot applicable to this page. This is an informational checklist. Report pricing is stated on jurisdiction-specific service pages. Qualification flagOff. This page establishes what sources show. It does not qualify the legal effect of what they show.Why the registry layer comes first
The company register is the authoritative public record of who holds a directorship. It is not the only record that matters, but it is the one that third parties — banks, counterparties, courts — consult first. If the nominee's name does not appear in the register, the appointment has not been completed. If the outgoing director's name has not been removed, the liability position of that person has not changed.
The registry layer answers three questions before any contractual layer is examined: Is the nominee registered? Is the prior director removed? Is the registered address current? These are binary facts. They either appear in the record or they do not.
| Item | Source layer | What to confirm |
|---|---|---|
| 1. Nominee name in the register | Company register | Director name matches the appointment document exactly |
| 2. Prior director removed | Company register | No residual directorship entry for the outgoing person |
| 3. Registered office current | Company register | Address matches the jurisdiction's filing requirement |
| 4. Company in good standing | Company register / insolvency register | No dissolution, strike-off, or insolvency proceeding recorded |
Source: company register of the relevant jurisdiction · verified within 30 days of 2026-10-10
Constitutional layer: articles and authorised signatories
The articles of association — or equivalent constitutional document — govern what a director can do without shareholder approval. Before appointing a nominee, the shareholder must confirm that the articles do not grant the director powers that cannot be recalled unilaterally.
Three items require examination at this layer.
| Item | Source layer | What to confirm |
|---|---|---|
| 5. Director powers in the articles | Filed constitutional document | Scope of authority: banking, asset disposal, contract execution |
| 6. Shareholder reserved matters | Filed constitutional document | List of decisions requiring shareholder consent |
| 7. Removal procedure | Filed constitutional document | Mechanism and threshold for removing a director |
The filed version of the articles is the operative version. A draft held by the shareholder that was never filed has no standing against a third party. The registry copy controls.
Source: filed constitutional documents at the company register · verified within 30 days of 2026-10-10
Contractual layer: nominee agreement and shareholder protections
The nominee agreement sits outside the public record. It is a private contract between the nominee and the beneficial owner. Its enforceability depends on the law governing it, the jurisdiction where enforcement would be sought, and whether its terms are consistent with the filed documents.
| Item | Source layer | What to confirm |
|---|---|---|
| 8. Nominee agreement executed and dated | Private contract | Signed before or simultaneously with the registry appointment |
| 9. Governing law clause | Private contract | Law of a jurisdiction where the agreement is enforceable |
| 10. Irrevocable power of attorney | Private contract / notarial record | Shareholder holds a signed, notarised PoA to act in place of the nominee |
| 11. Resignation letter in escrow | Private contract / escrow arrangement | Undated resignation letter held by a neutral party |
| 12. Beneficial ownership declaration | Private contract / UBO register where applicable | Written acknowledgement that the nominee holds shares or directorship on behalf of the beneficial owner |
Items 8 through 12 are not verifiable from a public register in most jurisdictions. They are confirmed by reviewing the documents themselves. Where a UBO register exists and is accessible, item 12 may have a public-record component — but access conditions vary by jurisdiction and have been restricted in several EU member states following the 2022 CJEU ruling.
Source: private contractual documents; UBO register where applicable · verified within 30 days of 2026-10-10
The limit of what the sources allow
The company register confirms appointment and removal. It does not confirm the terms under which the nominee acts. A register entry showing a nominee director does not establish whether a nominee agreement exists, whether a power of attorney has been signed, or whether the beneficial owner retains any enforceable control.
The constitutional documents confirm the scope of director authority as filed. They do not confirm what side agreements exist between the parties. A nominee with broad filed authority and no private agreement in place holds that authority without contractual constraint.
The nominee agreement and power of attorney confirm the private arrangement. They are not public documents. Their enforceability is a legal question that depends on the governing law and the jurisdiction of enforcement. This checklist identifies what to obtain and from which source. It does not qualify whether the documents obtained are enforceable in a given jurisdiction.
Where a UBO register exists, it may confirm that a beneficial ownership declaration has been filed. It does not confirm that the declaration is accurate, or that the private arrangement matches what was filed. Discrepancies between the register and the private documents are themselves a finding — and a material one.
The ceiling of what the sources allow is stated before payment on any jurisdiction-specific report. This checklist applies across jurisdictions; the source-level limits vary by jurisdiction and must be confirmed before a report is commissioned.
Where the sources disagree
Three categories of disagreement appear regularly in nominee structures.
Registry versus private documents. The register may show a nominee as sole director. The private agreement may name a different person as the effective decision-maker. The register controls for third-party purposes. The private agreement controls between the parties — until it is challenged.
Filed articles versus side agreements. The articles may require shareholder approval for asset disposals above a threshold. A side letter may purport to waive that requirement. The filed articles control against third parties. The side letter may or may not be enforceable between the parties, depending on governing law.
UBO register versus private beneficial ownership declaration. Where a UBO register entry exists, it may name a different beneficial owner than the private declaration. Both documents may be accurate at different points in time, or one may be incorrect. The discrepancy is a finding that requires explanation before the appointment proceeds.
How to use this checklist
The twelve items are not sequential steps. Items 1 through 4 can be confirmed from public sources before any private document is reviewed. Items 5 through 7 require access to filed documents, which may require a request to the register. Items 8 through 12 require access to private documents held by the parties.
A nominee appointment that proceeds without confirming all twelve items transfers an unknown quantity of control to the nominee. The items that are not confirmed are the items where the shareholder's position is weakest.
The checklist is a pre-appointment instrument. It is not a substitute for legal advice on the enforceability of the documents it identifies. The distinction between establishing what a document says and qualifying what it means is the distinction between this checklist and a legal opinion.
FAQ
Does a nominee director have real legal authority over the company? Yes. A registered director has the authority granted by the articles of association, regardless of any private agreement. The private agreement creates obligations between the parties; it does not limit the director's authority as against third parties. This is why items 5 and 6 — the scope of authority in the filed articles — must be confirmed before appointment.
Is a nominee agreement enforceable? Enforceability depends on the governing law of the agreement and the jurisdiction where enforcement would be sought. This checklist identifies that a nominee agreement must exist and must contain a governing law clause. Whether the agreement is enforceable in a specific jurisdiction is a legal question outside the scope of this checklist.
What happens if the nominee refuses to resign? The removal mechanism in the articles (item 7) governs the formal procedure. The nominee agreement and the irrevocable power of attorney (items 10 and 11) are the contractual instruments that support removal. If neither is in place, the shareholder's position depends entirely on the articles and the applicable company law. This is the risk that items 10 and 11 are designed to address before appointment.
Can the UBO register confirm the nominee arrangement? In jurisdictions where a UBO register is accessible, a filed declaration may confirm that the nominee holds the position on behalf of a named beneficial owner. Access conditions vary. In several EU member states, public access to UBO registers has been restricted since 2022. The register entry, where accessible, confirms what was filed — not whether the underlying arrangement is current or accurate.
Is this checklist jurisdiction-specific? No. The twelve items apply across jurisdictions. The source that confirms each item, the access conditions for that source, and the cost of obtaining the relevant documents vary by jurisdiction. Jurisdiction-specific source details are set out in the relevant report.
Sources
- Company registers (national) — official registry portals of the relevant jurisdiction
- Constitutional documents — filed at the company register of the relevant jurisdiction
- UBO / beneficial ownership registers — where applicable and accessible; access conditions vary by jurisdiction
- CJEU Joined Cases C-37/20 and C-601/20 — on public access to UBO registers in EU member states
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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Katharina Berg — Partner, Central Europe, VLO Law Firm
