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Offshore corporations in a changing offshore world. Alternative tax havens and offshore strategies. Offshore corporations in a changing offshore world. Alternative tax havens and offshore strategies.

Your offshore company:
A look at the paperwork

Nominee director
management agreement

Certificate of Incorporation
Memorandum and Articles
Appointment of First Directors
Minutes of First Meeting
Register of Directors
Register of Shareholders
Share certificates
Company seal
Certificate of Good Standing
Management agreement
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(Part 12 of 12)

with Peter Widder

If you have employed a nominee director to administer your offshore company, you will almost certainly come across a Management agreement of one kind or another; in fact, you will probably have to sign one before the actual incorporation of your offshore company.

A nominee management agreement is a contract between yourself -- the beneficial owner of your offshore company -- and your company's nominee administrator.

For all intents and purposes, a nominee management agreement seeks to relieve the nominee director from any and all liabilities for your company's affairs.

This should not surprise you; remember that the role of a nominee director is a passive one. If and when instructed, the nominee will sign contracts for your company, or execute transactions on its corporate bank account -- not always having a proper idea of what the purpose might be.

A number of recent court rulings have declared that nominee directors -- despite their passive role -- are subject to director responsibilities. Consequently, be ready to sign your name on the dotted line, and do not take it personally.

Depending on your incorporation agent, nominee management agreements vary from simple one-page disclaimers to 20+ page long documents disclaiming all kinds of potential mischief on your part.

See sample Management
agreement >>


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