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Nominee Director Services in the Philippines
We provide Nominee Director Services to local and foreign investors looking for nominee directors to be able to set up their business in the Philippines. Our consultants are highly knowledgeable of the roles and responsibilities of a nominee director, as well as other corporate housekeeping and legal compliance matters.
What is a Nominee Director?
A Nominee Director is a Filipino citizen and resident usually appointed by foreign shareholders who want to register a domestic/subsidiary corporation so they can fulfill compliance requirements during and after the company incorporation process.
The nominee director shall have a non-executive role and cannot have direct involvement in the operational aspects of the business (i.e., vote in board meetings, open or be a signatory of the company’s corporate bank account, manage the company finances, etc.).
Though non-executive, the nominee director still carries the general responsibility and inherent liability of directors to the potential risks of the business.
Why Do I Need a Nominee Director to Set Up My Company in the Philippines?
To register a domestic corporation or a subsidiary corporation, the Revised Corporation Code (RCC) requires at least two incorporators who shall act as directors and exercise corporate powers, conduct all business, and control all properties of the corporation in the Philippines.
During the company incorporation process, it is beneficial for the company to have at least one resident director who will be able to conveniently sign and submit documents to the various government agencies involved in the registration process. When possible and if given authority by the other members of the board, the resident director will be able to sign documentary requirements for registration, thus eliminating the added requirement of authentication of documents executed abroad.
Roles and Responsibilities of a Nominee Director
In compliance with applicable provisions under the RCC and the Anti-Dummy Law, nominee directors shall have the following roles and responsibilities:
- Own/hold in trust at least one share of stock of the corporation
- Possess the qualifications and none of the disqualifications under RCC, the Securities Regulation Code (SRC), and other relevant laws
- Attend regular and special meetings of the Board of Directors and participate accordingly
- Sign corporate contracts on behalf of the company, along with the other directors
- As a member of the Board of Directors, act on matters that will promote the mission and vision of the corporation
- Perform other duties and responsibilities as the Board of Directors may assign
Nominee Stockholder for One Person Corporations
For investors seeking to establish a One Person Corporation (OPC), we can also act as a nominee stockholder and alternate nominee stockholder for a certain duration in case the single stockholder becomes incapacitated to manage the corporate affairs of the OPC. The nominee and alternate nominee stockholders may be replaced after incorporation, subject to the Foreign Investments Negative List and other pertinent laws.