Legal persons separate the company from its shareholders, controlling persons and its remaining staff. Activities are conducted by natural persons on behalf of the company. The result is that the company is responsible for professional conduct of the employed and affiliated persons. The limited liability of the shareholders is converted into the value of the shares that qualifies as risk capital. Such limited liability does not protect shareholders and directors from deliberate misconduct or fraud, which can be challenged in a court of law. A judge, however, needs substantial and valid reasons to pierce the corporate veil and impose liability on the controlling persons of the company.
Nominee services are contractual agreements between international professionals and a legal person with limited liability. The professional contract party may act as a competent external director or shareholder on behalf of the company. As such, the limited liability company is instructed by its beneficial owner and can appoint nominee directors and shareholders to act on behalf of the company. Nominee services are strictly bound by contract and thus need detailed descriptions of the duties of the nominee director. Nominee services also include the appointment of nominee shareholders. Such nominee shareholders have no legal title to the ownership of the shares but merely hold the shares on behalf of the ultimate beneficial owner. The agreement between the ultimate beneficial owner and the shareholder is also protected by contract. These include the declaration of trust or trust deed, the register of shareholders, and the pre-arranged instrument of transfer.
Directors in Gibraltar companies can be natural persons and corporate bodies. Directors are appointed to direct, control and supervise the activities and affairs of the company and have a duty to promote the interest of the company. Furthermore, directors exercise their independent judgment. The shareholders of the company can also be natural persons and corporate bodies. The agreement for nominee services in a Gibraltar company is civil arrangement between the parties. Nominee directors and shareholders are often visible in the publicly available corporate registry. To conduct business and prove the position in the company, ultimate beneficial owners may present the incorporation documents completed with a fresh certificate of incumbency.
The appointment of external professionals and the use of nominee services leads to several distinct situations. Responsibilities and liability in corporate dealings are with the company. In matters of wrongs to a company, the proper plaintiff is prima facie the company. Nominees therefore may need to initiate legal proceedings in matters relating to civil wrongs, tort and other misconduct. This is something the agreement discussing the nominee services must address.
Nominee services intensify the international allure and local presence of a company in the country of incorporation. This is often needed alongside the place of incorporation to strengthen the place of effective management outside the country of the ultimate beneficial owner of the company. For example the Base Erosion and Profit Shifting (BEPS) project, the automatic exchange of information, and other relevant tax regulation scrutinizes the residence of the company to determine a responsibility or liability.
Gibraltar Nominee Services
International business professionals often seek an efficient, flexible and confidential corporate ecosystem to conduct cross-border activities. Gibraltar provides, among many others, with its straightforward and well-respected environment for such a jurisdiction. Company law is based on the British legal system and until the Brexit, Gibraltar was a member of the European Union under the opt-in clause with the United Kingdom. It resulted in a status aparte allowing companies incorporated in Gibraltar to enjoy the joys and not the burdens of EU membership.
To establish and maintain local presence and strengthen substance, beneficiaries of Gibraltar companies may recruit professional nominees. To make incorporation as efficient as possible and simultaneously create synergy for the corporate beneficiaries, Gibraltar Company Formations addresses the issue, helps future Gibraltar company owners to determine their needs, whilst providing the nominee services needed to serve its purpose.
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