Appointing a nominee director transfers formal control of the company to a third party. The principal retains beneficial ownership — but only if the underlying documents are correctly structured and verifiable. This checklist maps each control point to the source that confirms it.
The angle here is control: who holds it, on what terms, and what the principal can enforce if the arrangement breaks down. Every item below names the document or register that provides the answer. If the source is unavailable or the document is missing, the item is unresolved.
What this checklist coversThirteen control points across nominee structure, shareholder rights, and enforceability. Each point names the confirming source. Jurisdiction scopeCross-border corporate structures across 35 jurisdictions. Specific registry access conditions vary by country. Price tiersNot applicable — this page is informational. Report pricing is communicated after a request is submitted. Data limitThe ceiling of what the sources allow is stated before payment. No source confirms all thirteen points simultaneously.A nominee director holds legal authority over the company from the moment of registration. The principal's ability to override, remove, or instruct that director depends entirely on documents executed before appointment — not after.
Post-appointment correction is possible in most jurisdictions, but it is slower, more expensive, and contested. The checklist below is structured to prevent that scenario.
Each item is binary: either the source confirms it, or it does not. There is no partial confirmation.
What to confirm: A signed declaration of trust (or equivalent nominee agreement) exists, names the principal as beneficial owner, and is dated before the director's appointment.
Confirming source: The executed document itself, held by the principal. No public register records this instrument. Its existence is a private contractual matter.
What the source does not show: Public registers do not record nominee relationships. A company register entry showing the nominee as director does not contradict or confirm the existence of a declaration of trust.
What to confirm: The nominee has signed an undated resignation letter, held by the principal or a designated escrow agent.
Confirming source: The physical or notarised document. No register records this.
Risk if absent: Removal of a director who refuses to resign requires a shareholder resolution and, in some jurisdictions, a court application. The timeline varies by jurisdiction and is not short.
What to confirm: The principal (or a holding entity controlled by the principal) appears as shareholder in the company's shareholder register, with the correct share class and percentage.
Confirming source: The company's internal shareholder register, plus any public register that records shareholders. In jurisdictions where shareholder lists are filed publicly — such as Germany's Gesellschafterliste at Handelsregister or the UK's confirmation statement at Companies House — the filed document is the primary source.
What the source does not show: Internal register entries that have not been filed are not visible in public registers. A discrepancy between the internal register and the filed document is itself a finding.
What to confirm: The articles of association include reserved matters requiring shareholder approval for material decisions: asset disposal, borrowing above a threshold, change of registered address, appointment of additional directors.
Confirming source: The filed articles of association. In most jurisdictions these are filed with the company register and are publicly accessible. The specific provisions must be read, not assumed.
What the source does not show: Side agreements that modify the articles informally. If a side letter contradicts the articles, the articles govern in most jurisdictions — but the side letter may create a contractual claim.
What to confirm: The nominee director's authority is limited by the articles, by a power of attorney granted to the principal, or by a board resolution restricting unilateral action.
Confirming source: Filed articles of association; any registered power of attorney (where the jurisdiction maintains a notarial or power-of-attorney register); internal board resolutions.
What the source does not show: Unregistered powers of attorney are not visible to third parties. A bank or counterparty dealing with the nominee director in good faith may not be bound by an unregistered restriction.
What to confirm: A notarised, apostilled power of attorney grants the principal authority to act on behalf of the company — including signing contracts, opening accounts, and representing the company before authorities.
Confirming source: The notarised instrument. In jurisdictions with a notarial register, the power of attorney may be verifiable by reference number. Apostille verification is available through the issuing authority's register where one exists.
What the source does not show: Whether the power of attorney has been revoked. Revocation is a unilateral act by the grantor (the nominee director). The principal must hold a copy and confirm it has not been revoked.
What to confirm: The principal has independent signatory rights on the company's bank account, or holds the authority to add and remove signatories without the nominee director's consent.
Confirming source: The bank's account mandate documents. These are not public. The principal must obtain written confirmation from the bank directly.
What the source does not show: No public register records bank account mandates. This point cannot be confirmed from any registry source.
What to confirm: The principal is correctly recorded as ultimate beneficial owner in the applicable UBO register, where one exists and where the jurisdiction requires filing.
Confirming source: The relevant UBO or beneficial ownership register. Access conditions vary significantly by jurisdiction. Following the CJEU ruling in C-37/20, EU member state UBO registers are not publicly accessible by default. Access requires demonstration of a legitimate interest in most EU jurisdictions.
What the source does not show: UBO registers record declared ownership, not verified ownership. A filing does not confirm that the declared structure is accurate. An absent or incorrect filing is itself a finding.
What to confirm: The nominee director is not subject to active insolvency proceedings, director disqualification, or enforcement actions that would affect their capacity to act.
Confirming source: The relevant insolvency register, director disqualification register, or court enforcement register in the nominee's jurisdiction of residence and in the company's jurisdiction of incorporation. These registers vary by jurisdiction. A negative result does not guarantee the absence of a filed application that has not yet been processed.
What the source does not show: Proceedings filed but not yet registered. The gap between filing and registration varies by jurisdiction and by the volume of the relevant court or registry.
What to confirm: If the nominee is a corporate entity rather than an individual, the beneficial owner of that corporate nominee is identified and documented.
Confirming source: The company register of the nominee's jurisdiction of incorporation, plus any UBO register applicable to that entity. The depth of disclosure varies by jurisdiction.
What the source does not show: Nominee-within-nominee structures. If the corporate nominee is itself held through a further nominee, the chain may not be visible from public registers alone.
What to confirm: The nominee agreement specifies governing law and a dispute resolution mechanism — arbitration or court — that is enforceable in the jurisdiction where the nominee is resident and where the company's assets are located.
Confirming source: The executed nominee agreement. No public register records governing law clauses in private agreements.
What the source does not show: Whether the chosen forum will accept jurisdiction. This is a legal question, not a registry question. It falls outside the scope of a records report.
What to confirm: The company's tax residency is consistent with its registered address, the location of its directors, and the location where management and control decisions are actually made.
Confirming source: Filed financial statements (where publicly available); registered address in the company register; director residence as stated in filed documents. Tax authority records are not publicly accessible.
What the source does not show: Where management decisions are actually made. Registered address and actual place of effective management are frequently different. The records layer confirms the registered position, not the factual position.
What to confirm: The nominee agreement includes a clear exit mechanism — conditions under which the nominee must transfer shares, resign, or execute a transfer instrument — without requiring the nominee's active cooperation.
Confirming source: The executed nominee agreement. No public register records exit mechanisms in private nominee arrangements.
What the source does not show: Whether the exit mechanism is enforceable in the relevant jurisdiction. Enforceability is a legal question. The records layer confirms the document exists and its terms; it does not qualify those terms.
Public registers confirm the formal layer: registered directors, filed shareholders, filed articles, registered addresses. They do not confirm the private layer: nominee agreements, undated resignations, powers of attorney, bank mandates, or exit mechanisms.
The thirteen points above divide into two groups:
Confirmable from public sources (points 3, 4, 8, 9, 10, 12): These can be verified, at least partially, from company registers, UBO registers, insolvency registers, and filed financial statements. Access conditions, fees, and language requirements vary by jurisdiction.
Not confirmable from public sources (points 1, 2, 5, 6, 7, 11, 13): These depend on private documents held by the principal, the nominee, or an escrow agent. No register records them. Their existence and terms must be confirmed by direct review of the instruments.
A records report covers the first group. The second group requires document review — a separate engagement.
The ceiling of what the sources allow is stated before payment. No report can confirm what the sources do not record.
Two types of discrepancy arise regularly in nominee structures:
Register versus filed document. The company register may show a director who is no longer in post, or a shareholder whose interest has been transferred but not yet filed. The filed document is the official record; the internal register may be more current. The gap between them is a finding.
Declared UBO versus actual control. A UBO register entry names the declared beneficial owner. The nominee agreement may name a different principal. Where these conflict, the conflict is itself material — and it is not resolved by the records layer alone.
Does a nominee agreement need to be notarised to be enforceable? Notarisation requirements vary by jurisdiction and by the type of instrument. In some jurisdictions, a nominee declaration of trust requires notarisation to be enforceable against third parties. In others, a private written agreement is sufficient between the parties. This is a legal question that falls outside the records layer.
Can a records report confirm that a nominee agreement exists? No. Nominee agreements are private instruments. No public register records their existence. A records report confirms what is filed — directors, shareholders, articles, UBO entries. It does not confirm the existence or terms of private agreements.
What happens if the nominee director refuses to resign? Removal without consent requires a shareholder resolution in most jurisdictions. If the principal holds the required majority, the resolution can be passed and the removal filed with the company register. If the shareholding is disputed, a court application may be required. The timeline and procedure are jurisdiction-specific. This is a legal question, not a records question.
Is the UBO register publicly accessible in EU jurisdictions? Following the CJEU ruling in C-37/20, EU member state UBO registers are not publicly accessible by default. Access requires demonstration of a legitimate interest. The specific access conditions — what constitutes legitimate interest, how it is demonstrated, and what the register discloses — vary by member state.
Which of the thirteen points is most frequently unresolved? Points 2 (undated resignation letter) and 7 (bank account signatory rights) are most frequently absent or undocumented in structures reviewed across multiple jurisdictions. Both are private instruments with no public register equivalent.
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