Restrictions regarding appointment of nominee shareholders or directors
Argentina
Not applicable for this jurisdiction.
Australia
Branch
Not applicable – this is subject to the requirements of the foreign company's place of incorporation.
Proprietary company
None.
Public company
None.
Austria
Stock corporation (AG)
No. However, please note that any member of the management board or the supervisory board is fully liable, whether acting as nominee or not.
Limited liability company (GmbH)
No. However, please note that any managing director or the supervisory board is fully liable, whether acting as nominee or not.
Bahrain
With Limited Liability (WLL)
Generally speaking, there are no restrictions for the appointment of nominee shareholders or directors.
Closed Shareholding Company (BSC(c))
Generally speaking, there are no restrictions for the appointment of nominee shareholders or directors.
Foreign Branch (Branch)
Generally speaking, there are no restrictions for the appointment of nominee directors.
Belgium
Public limited company (société anonyme/naamloze vennootschap)
With respect to the monistic board structure, the sole director must be a public limited company with a collegial board when:
- The public limited company with a sole director is listed or
- When a legal provision requires a collegial board.
With respect to the dualistic board structure, the members of the board of supervision cannot at the same time be members of the executive board and vice versa.
Limited company (société à responsabilité limitée/besloten vennootschap)
Not applicable for this jurisdiction.
Belgian branch office of a foreign company
Not applicable for this jurisdiction.
Brazil
Limited liability company (Sociedade Limitada)
Legal entities cannot be appointed as manager or director.
Corporation (Sociedade Anônima)
Legal entities cannot be appointed as officer or director.
Canada
Corporate subsidiary (Corporation form rather than flow-through form)
Not applicable.
Chile
In private corporations, the position of CEO is incompatible with the company´s president, auditor or accountant positions. It is additionally incompatible with the director position in public corporations.
China
Appointment of nominee shareholders is generally not allowed, though a VIE (Variable Interest Enterprise) structure with nominee shareholders can be commonly seen in practice. However, certain recent changes of the policy may create questions about whether the VIE structure is still sustainable.
Colombia
General partnership (Sociedad Colectiva)
A general partnership is a closed company. To assign or transfer a partner's participation or designate a third party to manage the company, partners must unanimously approve.
Limited partnership (Sociedad en Comandita Simple y por Acciones)
To assign or transfer the participation of a managing partner, partners of the company must agree unanimously and make amendments to the company's bylaws. To transfer participation of a limited partner, the rest of limited partners must unanimously agree and amend the company's bylaws.
Limited liability company (Sociedad de Responsabilidad Limitada)
The assignment or transfer of a partner's participation must be carried out through a bylaws amendment, following procedures regarding pre-emptive rights.
Corporation (Sociedad Anónima)
None.
Simplified stock company (Sociedad por Acciones Simplificada)
None.
Czech Republic
None with respect to the shareholders.
Please note that any member of a management board or a supervisory board is fully liable, whether acting as nominee or not. Directors must meet certain requirements under the Czech Business Corporations Act.
Denmark
Limited liability company (Kapitalselskab)
Limited liability companies must keep a register of shareholders. The register of shareholders is the company's own register of all shareholders. As for registered shares (which is far the most common), information about the shareholder has to be entered into the register of shareholders.
Previously, bearer shares could be issued, and they were only registered by serial numbers in the register of shareholders. Bearer shares can no longer be issued, and existing bearer shares shall be registered with the Danish Business Authority (not public).
Furthermore, shareholders must notify the company if the share capital or voting rights attached to the shares represent at least 5 percent of the total share capital or voting right. This information must be registered in the Public Register of Shareholders with the Danish Business Authority. The Public Register of Shareholders is accessible to both public authorities and the general public.
Egypt
Corporations
None with respect to shareholders, quotaholders and founders except that all foreigners must obtain security clearance.
There are some restrictions regarding appointment of directors, such as no minors, insolvent persons or persons with criminal records.
Branch
A security clearance must be obtained for foreign-based companies.
There are some restrictions regarding appointments of managers, such as no minors, insolvent persons or persons with criminal records.
RO
Security clearance must be obtained for parent company.
There are some restrictions regarding appointment of managers, such as no minors, insolvent persons or persons with criminal records.
Finland
Osakeyhtiö (Oy)
Nominee directors are not allowed.
Information about the shareholder must be entered into the register of shareholders kept by the company. If shares are issued through the book-entry system, it is not prescribed that the registered account holder is the beneficial owner of the shares.
According to anti-money laundering legislation, companies which are not publicly listed are obligated to keep records of natural persons who are directly or indirectly beneficial owners of over 25 percent of shares or votes of the company or who have de facto control in the company.
Companies which are not publicly listed are also obligated to register to the Trade Register natural persons who are directly or indirectly beneficial owners of over 25 percent of shares or votes of the company or who have de facto control in the company. Registration information is available to those who have under anti-money laundering rules right to receive that information.
France
Société par actions simplifiée (SAS)
Not applicable.
Société à responsabilité limitée (SARL)
Nominee shareholders do not apply. The manager cannot be a corporate entity.
Société anonyme (SA)
Nominee shareholders do not apply. The chairman of the board/CEO or the members of the executive board cannot be a corporate entity.
Germany
GmbH – limited liability company
None with respect to the shareholders.
Directors must meet certain requirements under the German Limited Liability Company Act (GmbHG).
Greece
Not applicable for this jurisdiction.
Hong Kong, SAR
Limited private companies
None, except 1 natural director is required.
Hungary
The position of “nominee managing directors” is not regulated specifically under Hungarian law, however, it is possible to create such a position via third party service providers.
Appointing a nominee quotaholder is possible in the form of a fiduciary asset management (bizalmi vagyonkezelés) relationship, which is similar to a trust.
In such relationship, the trustee undertakes to manage the assets, rights and receivables entrusted to it by the principal in its own name and on the principal's behalf for an agreed fee.
India
Private limited company
None. However, reporting requirements apply.
Indonesia
Limited liability company
Although under a strict interpretation of the law, nominee shareholder and director arrangements are not allowed, they are still common in practice. During the incorporation process, the founders of the company are required to submit a statement letter regarding the ultimate beneficiary owner of the company via the notary.
Ireland
Private company limited by shares (LTD)
None. Nominee directors generally subject to the same duties as other directors.
External company
Determined by the laws of the jurisdiction of incorporation.
Israel
Company
None.
Branch / representative office
Not applicable.
Italy
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
For shareholders or directors coming from certain jurisdictions, it could be necessary to assess whether reciprocity condition is satisfied.
Japan
Registered branch
None.
Kabushiki-Kaisha (KK)
None.
Godo-Kaisha (GK)
None.
Luxembourg
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
The shareholders are deemed to be those indicated in the shareholders’ register of the company.
Public limited liability company (Société anonyme or S.A.)
The shareholders are deemed to be those indicated in the shareholders' register of the company.
Special limited partnership (Société en commandite spéciale or SCSp)
The partners are deemed to be those indicated in the limited partnership agreement and the register of partnership interests of the SCSp.
Malaysia
Same requirements as for a director of a private limited company.
Mauritius
Not applicable for this jurisdiction.
Mexico
S.A. de C.V.
None.
S. de R.L. de C.V.
None.
S.A.P.I. de C.V.
None.
Netherlands
Branch office
Determined by governing law of the head office.
B.V. (private company with limited liability)
The concept of nominee shareholders itself is not known in the Netherlands. However, there are possibilities under Dutch law to achieve a similar result.
Nominee directors not allowed.
Co-operative U.A.
The concept of nominee shareholders (members for a co-operative) itself is not known in the Netherlands. However, there are possibilities under Dutch law to achieve a similar result.
Nominee board members not allowed.
C.V. (a limited partnership)
The concept of nominee partners itself is not known in the Netherlands. However, there are possibilities under Dutch law to achieve a similar result.
Nominee directors not applicable.
New Zealand
Limited liability company
No restrictions apply to the appointment of a nominee shareholder or director. However, the terms of the Overseas Investment Act 2005 will apply if an overseas person nominates a New Zealand resident to hold the beneficial interest in shares on their behalf.
Branch
Not applicable; this is subject to the requirements of the overseas company's place of incorporation.
Nigeria
There are no restrictions regarding the appointment of nominee shareholders and directors. It is worthy of mention that, under Nigerian Company Law, it is the person whose name is entered into the register of members that is recognized as the legal owner of the shares of the company. However, this does not preclude any person on whose behalf the interests have been held by the nominee shareholder or director from enforcing their rights and obligations under the instrument appointing the director or shareholder.
Norway
A nominee shareholder may be appointed in public LLCs if the beneficial owner of such shares is a foreign entity/person and the nominee shareholder is approved by the Financial Supervisory Authority of Norway. The same applies in private LLCs, if the preceding requirements are met and if the shares in the private LLC are registered in a securities register.
Peru
Not applicable for this jurisdiction.
Philippines
Not applicable in general. Exception is a subsidiary where a nominee shareholder should comply with nationality requirement (if the corporation is subject to foreign equity restrictions). Each director must own at least 1 share in the corporation to qualify as director. Nominees are required to disclose their principals to the Securities and Exchange Commission by submitting a Beneficial Ownership Transparency Declaration Form, among other required documents.
Poland
Not applicable to shareholders. Management board members must have full legal capacity and no criminal record. They can be obliged to meet further requirements if set by a resolution of the shareholders or the company's articles of association/statutes (applicable only to commercial companies).
Portugal
There is no such distinction under Portuguese law; a shareholder or a director is liable under the general legal terms.
Puerto Rico
Corporations
None. Nominee shareholders and directors are rarely seen, as Puerto Rico corporations are not required to disclose shareholders or directors, other than the initial officers, in public documents.
Limited Liability Companies
None. Nominee members and managers are uncommon, as Puerto Rico LLC's are not required to disclose members or directors, other than the initial managers, in public documents.
Romania
Nominee shareholders or directors are not used.
Russia
Joint-stock company (public and non-public)
Not applicable.
Russian law does not recognize the concept of a nominee shareholder or nominee directors.
Limited liability company
Not applicable.
Russian law does not recognize the concept of a nominee shareholder or nominee directors.
Saudi Arabia
Limited liability company
Restrictions apply as described in Nationality or residency requirements.
Singapore
Limited liability company
Please see Director requirements.
South Africa
A company's MOI may restrict the ability of a person to hold shares, and to be the registered shareholder on behalf of another.
South Korea
Joint-stock company (Jusik Hoesa)
None.
It should be noted that if a shareholder appoints a nominee shareholder to be the formal shareholder listed on the shareholder registry, only the nominee shareholder, and not the actual shareholder, have the right to exercise the rights as a shareholder.
Limited company (Yuhan Hoesa)
None.
Spain
Branch (Sucursal)
Not applicable for this jurisdiction.
Limited liability company (Sociedad Limitada)
There are some restrictions for a person to be appointed as director (eg, minors, insolvent persons or entities and persons with a criminal record).
Joint-stock company (Sociedad Anónima)
There are some restrictions for a person to be appointed as director (eg, minors, insolvent persons or entities and persons with a criminal record).
Sweden
Not applicable for this jurisdiction.
Switzerland
Stock corporation
Generally none for nominee directors. In contrast, the stock corporation may (in case of registered shares with restriction of transferability) refuse entry in the share register where the acquirer fails to declare expressly that they have acquired the shares in their own name and for their own account.
Taiwan, China
Company limited by shares
None, except that, for FIA purposes, it is necessary to disclose the ultimate beneficiaries of a foreign corporate shareholder.
Closely-held company limited by shares
None, except that, for FIA purposes, it is necessary to disclose the ultimate beneficiaries of a foreign corporate shareholder.
Limited company
None, except that, for FIA purposes, it is necessary to disclose the ultimate beneficiaries of a foreign corporate shareholder.
Branch office of a foreign company
None.
Thailand
Nominee arrangement for avoiding the requirements under the Foreign Business Act is prohibited.
Turkey
Not applicable for this jurisdiction.
Ukraine
Limited Liability Company
The concept of nominal service is not available in Ukraine. However, in practice, such appointments are possible. Any member of the executive body, regardless of its nominee status, is fully liable for LLC activity.
Private Joint-Stock Company
The concept of nominal service is not available in Ukraine. However, in practice, such appointments are possible. Any member of the executive body, regardless of its nominee status, is fully liable for PJSC activity.
United Arab Emirates
LLC
No express provision. The concepts of "trust" and "beneficial owner" are not recognized as a matter of law under the UAE law. The UAE Concealment Law makes "side" arrangements illegal and imposes penalties that can include jail sentences on the parties involved. Although the said law is in force, the ministerial implementing regulations have not yet been issued. Therefore, the enforcement of such law remains uncertain.
Branch
Not applicable for this jurisdiction.
FZ-LLC
No express provision.
Dual Licence Branch
Same as branch.
FZ-Branch
Not applicable for this jurisdiction.
United Kingdom
Private limited company
None, provided that at least 1 director is a natural person.
Limited liability partnership (LLP)
Not applicable.
Registered UK establishment
Not applicable for this jurisdiction.
United States
Not applicable for this jurisdiction.
Vietnam
Nominee shareholders or directors are not officially recognized by Vietnamese law.