A nominee director appointment transfers formal control of a company to a third party. What the shareholder retains — and what the nominee can do without consent — depends entirely on the jurisdiction. The gap between assumption and documented fact is where disputes begin.
This report maps the sources that establish the control structure before the appointment is made. It names what each source shows, what it does not show, and where the chain of authority ends.
What the report establishesDirector authority scope, shareholder enforcement rights, and the statutory limits on nominee discretion — drawn from corporate registry filings, constitutional documents, and applicable company law. Verified against the target jurisdiction before engagement. Jurisdictions covered35 jurisdictions across common law and civil law systems. The applicable framework is identified from the company's registered seat, not the shareholder's residence. Registry access conditionAccess conditions vary by jurisdiction: some registries require national identifiers or declarations of legitimate interest; others are open without registration. The path is cleared as part of the service. What the sources do not showSide agreements between nominee and appointing party are not filed in any registry. Their existence and enforceability are outside the scope of documentary sources.What a jurisdiction report covers before a nominee director appointment
The appointment of a nominee director is a structural decision. Its consequences are determined by the law of the jurisdiction where the company is incorporated — not by the law of the shareholder's home country, not by the nominee agreement alone.
A jurisdiction report for this purpose addresses three questions. First: what authority does a director hold by statute, and what requires shareholder approval? Second: what can a shareholder enforce against a director who acts outside the agreed scope? Third: what is the documentary record that establishes the control structure at the moment of appointment?
These questions are answered differently across jurisdictions. In common law systems, director duties run to the company, not to the appointing shareholder. In civil law systems, the scope of management authority is often defined in the articles of association and filed with the commercial register. The report identifies which framework applies and what the filed documents show.
The report does not assess whether a nominee arrangement is advisable. It establishes what the sources confirm about the control structure as it stands.
Sources used to establish director authority and shareholder rights
The primary source layer consists of filed corporate documents: articles of association, shareholder agreements where filed, and any registered restrictions on director authority. These are retrieved from the commercial register of the jurisdiction of incorporation.
The secondary source layer is the applicable company statute. Director duties, shareholder remedies, and the procedural requirements for removing a director are statutory matters. The report identifies the relevant provisions and states what they require.
Where a jurisdiction maintains a beneficial ownership register or a register of persons with significant control, that register is consulted as a third layer. Its availability and the conditions of access differ by jurisdiction. The report states the access condition and the result.
| Source layer | What it shows | What it does not show |
|---|---|---|
| Commercial register filings | Registered directors, articles of association, filed restrictions on authority | Unregistered side agreements, oral instructions to nominee |
| Company statute | Statutory director duties, shareholder remedies, removal procedure | Contractual modifications between private parties |
| Beneficial ownership register | Registered UBO or PSC where the register exists and is accessible | Nominee arrangements not disclosed to the register |
| Nominee agreement | Contractual scope of nominee authority (if provided) | Enforceability in the target jurisdiction — this is a legal question outside the report scope |
The control question: what the shareholder can actually enforce
Control in a nominee structure has two dimensions. The first is formal: what the articles of association and the company statute say the shareholder can require. The second is practical: what procedure the shareholder must follow to enforce that right, and what the timeline is.
The report addresses the formal dimension from documentary sources. It identifies the statutory shareholder rights in the jurisdiction — the right to call a general meeting, the right to remove a director, the voting threshold required, and the notice period the statute mandates.
It also identifies what the articles of association say, where they differ from the statutory default, and whether those differences are permissible under the applicable law.
The practical dimension — whether enforcement is realistic in a specific dispute — is a legal question. The report does not answer it. The report establishes the documented framework within which enforcement would operate.
This distinction matters. A shareholder who knows the statutory removal procedure before appointing a nominee director is in a different position from one who discovers it after a dispute arises.
Jurisdiction-specific factors that affect the control structure
The nominee director model operates differently across the 35 jurisdictions covered. Several factors recur across jurisdictions and are addressed in every report.
Director duties and to whom they run. In common law jurisdictions, a director owes duties to the company as a legal person. A shareholder who instructs a nominee director to act in the shareholder's interest, rather than the company's, may be creating a conflict that the nominee cannot lawfully follow. The report identifies the statutory duty structure.
Registered versus unregistered restrictions. Some jurisdictions allow restrictions on director authority to be registered, making them effective against third parties. Others treat such restrictions as internal only, with no effect on third-party transactions. The report states which applies.
Removal procedure and timing. The statutory procedure for removing a director varies. Some jurisdictions require a special resolution; others require ordinary majority. Notice periods range from days to months. The report states the statutory procedure from the applicable company law.
Beneficial ownership disclosure. Where a jurisdiction requires disclosure of the person who controls the company through a nominee, the report identifies the disclosure obligation and the consequence of non-compliance. This is a statutory matter, not a registry search result.
Cross-border structures: where the jurisdiction of incorporation governs
A nominee director appointment in a foreign jurisdiction is governed by the law of that jurisdiction. The shareholder's home-country law does not extend to the internal affairs of a foreign company.
This is the internal affairs doctrine, applied consistently across the jurisdictions covered. It means that the nominee agreement, however carefully drafted, operates within the constraints of the jurisdiction of incorporation. If the statute of that jurisdiction gives a director authority that the nominee agreement purports to restrict, the statute governs the director's external acts.
The report identifies the applicable statute, the scope of director authority under that statute, and the registered documents that define the internal structure. It does not assess the nominee agreement's enforceability — that is a legal question — but it establishes the statutory framework within which the agreement operates.
For cross-border structures involving holding companies, the report covers the jurisdiction of each entity in the chain where the control question arises. The scope is defined at the time of the request.
The limit of what the sources allow
The sources used in this report are official registries, filed corporate documents, and published company statutes. They establish the documented control structure. They do not establish what is agreed privately between a nominee and an appointing party.
Nominee agreements are private contracts. They are not filed in any commercial register in any of the 35 jurisdictions covered. Their existence is not verifiable from official sources. Their enforceability in the target jurisdiction is a legal question that requires legal advice — it is outside the scope of this report.
The report will state, for each jurisdiction reviewed, the point at which the documentary chain ends. Where a register does not disclose beneficial ownership, the report names the register, states the access condition, and states that the information is not available from that source. Where a statute is silent on a specific shareholder right, the report states that silence.
The ceiling of what the sources allow is stated before payment. No report is issued that claims to establish facts the sources do not support.
Where the sources disagree
Discrepancies between filed documents and statutory defaults are identified and reported. The most common form is an articles of association that purports to restrict director authority in a way the applicable statute does not permit. The report names the discrepancy and states which instrument governs.
A second form of discrepancy arises where a jurisdiction has amended its company statute after the articles of association were filed. The filed articles may reflect an earlier legal framework. The report identifies the current statutory position and notes where the filed documents predate a relevant amendment.
A third form arises in jurisdictions where beneficial ownership registers exist but are not fully accessible to foreign applicants. The report states the access condition, the result of the access attempt, and what remains unverified.
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €440 | Identification of the jurisdiction of incorporation; statutory director authority framework; registered documents retrieved from the commercial register; shareholder removal procedure under applicable statute | Beneficial ownership register search; cross-border chain analysis; nominee agreement review |
| Standard | €890 | All Signal content; beneficial ownership or PSC register search where accessible; identification of registered restrictions on director authority; statutory shareholder enforcement rights; summary of discrepancies between filed documents and statutory defaults | Legal advice on enforceability of nominee agreement; representation; multi-entity chain analysis |
| Extended | €1,800 | All Standard content; multi-entity chain analysis across up to three jurisdictions; identification of disclosure obligations in each jurisdiction; cross-border control structure map; written summary of the documentary limit at each level of the chain | Legal advice; court filings; nominee agreement drafting or review |
FAQ
What is the difference between a jurisdiction report and legal advice? A jurisdiction report establishes what official sources show: filed documents, statutory provisions, register entries. Legal advice qualifies those facts — it tells a client what the facts mean for their position and what to do. This report does the first. It does not do the second.
Does the report cover the nominee agreement itself? The report identifies the statutory framework within which a nominee agreement operates in the target jurisdiction. It does not review, draft, or assess the enforceability of the agreement. That requires legal advice.
What if the jurisdiction does not have a public beneficial ownership register? The report states that fact. It identifies the register, states the access condition, and states what is not available from that source. The absence of a result is itself a result — it is reported, not omitted.
How long does the report take? Turnaround depends on the tier and the jurisdiction. Registry access conditions vary. The timeline is confirmed at the time of the request, before the report is commissioned.
Can the report cover a holding structure with entities in multiple jurisdictions? The Extended tier covers up to three jurisdictions. Structures involving more entities are scoped individually. The scope and price are confirmed before engagement.
What happens if the sources disagree with each other? Discrepancies are reported in a dedicated section of the report. The report identifies which instrument governs and why. It does not resolve the discrepancy — that is a legal question — but it documents it precisely.
Sources:
Company statutes and commercial register filings are retrieved from the official registry of the jurisdiction of incorporation. Specific registry names, URLs, and extraction dates are stated in the delivered report for each jurisdiction reviewed. No registry facts are cited here because the applicable jurisdiction is determined at the time of the request.
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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: Elena Moretti — Partner, Continental Europe, VLO Law Firm
