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Glossary of Terms

Bank Account Administration

Usually the signatories on a company bank account, i.e. the company officers that have signing and controlling powers over a bank account, are its directors.  Where for reasons of confidentiality, local nominee directors are provided these will manage the bank accounts of the company under the strict, legitimate instructions of the "real" directors of the company.  This also serves to ensure that the "management and control" remains in the country of the company's registration which, in some countries, ensures that the company's independence from other taxing jurisdictions is not compromised.

Company Secretary

In most countries, the role of company secretary is an important one.  Professional company secretaries ensure that the company's official filings with the relative Registry of Chamber of Commerce are done timely and correctly and that the company remains in good standing in the country of incorporation.

Nominee Shareholder

A Nominee Shareholder is a person who steps in a the public owner of shares in a company without having any actual ownership of a company.  A nominee shareholder only acts on instructions from the real owner (the beneficiary) of a company.  The relationship between the nominee shareholder and the beneficiary is regulated by the nominee's professional licence as well as by a contract outlining the rights and duties of the nominee. The services of nominee shareholders are used in offshore and onshore companies to secure confidentiality of the beneficiaries.

Nominee Director

A "Nominee" Director is a director who controls the company on the legitimate instructions of the beneficiary of a company.  Legally, the director of a company has all the rights and is fully responsible for the actions of a company as anticipated by the law and constitutive documents of a company.  The relationship between the director and the beneficiary and the rights and obligations thereof are subject to legal and ethical professional standards imposed in any given country as well as by a contract entered into by both the management company and the beneficiary.

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