Triple i Consulting presents a specialized Nominee Director Service meticulously crafted to cater to the unique needs of local and international investors looking to establish their business presence in the Philippines. Our team of seasoned consultants possesses extensive knowledge of the pivotal roles and responsibilities intrinsic to the nominee director position, coupled with a profound understanding of corporate governance and legal compliance.
Understanding the Nominee Director Role
A Nominee Director, typically designated by foreign shareholders aiming to register a domestic or subsidiary corporation in the Philippines, is crucial in ensuring compliance throughout and after the company’s incorporation. Their primary function involves holding one share in trust on behalf of the foreign shareholder or beneficial owner, focusing on fulfilling compliance requirements.
Despite their non-executive status, nominee directors do not engage in operational aspects such as voting in board meetings, accessing corporate bank accounts, or managing finances. However, they bear the general responsibilities and liabilities inherent to directors, especially about potential business risks.
Significance in Philippine Company Setup
In adherence to the Revised Corporation Code (RCC), establishing a subsidiary or domestic corporation requires a minimum of two incorporators who function as directors, overseeing corporate powers and business activities. For entities with foreign ownership, having at least one resident director significantly streamlines the document signing and submission process to relevant government agencies during registration.
Roles and Obligations of a Nominee Director
Aligned with the provisions outlined in the RCC and the Anti-Dummy Law, nominee directors are mandated to:
- Hold at least one share of stock in trust for the corporation.
- Meet qualifications and avoid disqualifications as stipulated by relevant laws.
- Attend and actively participate in board meetings.
- Sign corporate contracts alongside fellow directors.
- Contribute to the corporation’s mission and vision as a board member.
- Fulfill duties assigned by the Board of Directors.
Nominee Stockholder for One Person Corporations
In establishing One Person Corporations (OPC), we extend our services as nominee stockholders and alternate nominee stockholders, ensuring continuity in corporate affairs if the single stockholder becomes incapacitated. Replacing nominee and alternate nominee stockholders post-incorporation adheres to the Foreign Investments Negative List (FINL) and other pertinent regulations.
Benefits of Engaging a Nominee Director
The decision to appoint a nominee director offers several advantages for both the company and the shareholder:
- Confidentiality: Safeguard sensitive details by registering the nominee director’s information instead of the shareholders’.
- Tax Savings: Leveraging a non-resident nominee director to navigate tax laws and optimize tax savings in the Philippines.
- Banking Convenience: Streamline the company establishment and bank account setup through the nominee director’s facilitation.
- Stakeholder Loyalty: Securing stakeholders’ interests by outlining expectations in a legal agreement with the nominee director.
Effortless Nominee Director Appointment
Establishing a business in the Philippines presents extensive growth opportunities within the country and the broader Asia-Pacific region. However, navigating regulatory complexities requires guidance from experienced business consulting firms. Entrust us to streamline the process of appointing your next nominee director, ensuring a seamless establishment and compliance with regulatory frameworks.
Is Assistance Available?
Triple i Consulting offers a comprehensive range of business services in the Philippines, including corporate secretarial services, corporate treasurer services, business registration, corporate housekeeping, and annual filings with the SEC, BIR, and Local Government. If you seek assistance with Nominee Directorship representation, kindly book an initial consultation with one of our business experts through the provided channels: