Compliance with international rules for the foreign establishment of a business is not always as straightforward as it can be. Conflict of laws exist where the country of incorporation and corporate registration is distinct from the place of its effective management. To avoid legal discussions with local authorities on the definition of a corporate place of effective management, Delaware companies with foreign management and control should retain additional services in the jurisdiction of corporate registration to strengthen its local position.
Nominee services are provided by professional corporate service providers and incorporation or registration agents to strengthen the local position of a business. The decision to set up a company in Delaware allows the beneficiary to design the company as best fit for the purpose and activities. To make the best use of the jurisdiction, strong local presence is needed.
Company structures with external directors, shareholders and consultants hand over control to nominee professionals outside the company. Consequently, the relationship between the company and their nominees must be clearly defined, protected and maintained. International company laws provide for safeguards but the contract under which activities take place is crucial.
Directors and shareholders have duties towards the company, of which the most important duties contribute to the overall success of the company. This means that there is no obligation towards the beneficial owner of the company. Therefore, the scope and meaning of the position of nominees must be clearly discussed in the contract for nominee services. Such a contract is provided to the company by the corporate service provider or the registration agent of the company prior to the official incorporation. Delaware company law only allows the beneficiary of the company to indirectly instruct nominees and other controlling persons in the company. To comply with these rules actions must be documented appropriately.
Nominee services are the first step in the strengthening of the local presence of a Delaware company. The nominee director has an exclusive position in the company he is appointed for. If the Delaware is part of a group structure as a holding company or subsidiary, the nominee has no interest in or duties towards the other companies in the group. There is a mandatory and exclusive duty to act in the interest of the designated company. A similar position applies to nominee shareholders. Only under exceptional circumstances, a court may decide to allow their financial input to be part of group liability.
Delaware Nominee Services
The state of Delaware attracts foreign and non-resident businesspeople who wish to incorporate in the state and benefit from the favorable rules to run an international business. Local regulation applies to the company and its legal status. The rules of Delaware however have no extraterritorial applicability and therefore, a Delaware company may be subject to other rules and regulation abroad. The first and most straightforward step to strengthen local presence of the company is by the appointment of professional nominees. Next steps include the migration of several of the corporate activities to Delaware.
It should not come as a surprise that we provide nominee services for reliable prospects with great plans. For more information, please complete the contact form below and we will get back with you as soon as possible.