Nominee & Fiduciary Services

Overview

Cyprus determines corporate tax residency by management and control. A company whose board meets abroad and whose decisions are taken abroad is directed from there, whatever its certificate of incorporation says, and it loses the participation exemption, the IP Box and treaty access together.

Cyprus-resident directors are the ordinary answer. What makes them effective is not their address but their conduct: a board that receives papers, considers them, records the reasoning and is capable of declining produces exactly the evidence the test looks for. A board that signs resolutions drafted elsewhere produces signatures.

Nominee shareholders serve a different purpose. They change whose name appears on the share register. They do not conceal ownership, because beneficial ownership is reported to the register and known to the provider and the bank in any event.

Both are regulated activities, provided under licence and subject to supervision, professional indemnity cover and anti-money-laundering obligations.

What is included

• Provision of Cyprus-resident directors under a written mandate defining scope and authority
• Company secretary appointment and maintenance of the minute book
• Nominee shareholder arrangements, with declarations of trust where appropriate
• Board calendar, agendas and papers circulated in advance of meetings
• Meetings held in Cyprus, minuted to record what was considered and decided
• Defined authority limits, so it is clear which decisions require board approval
• Bank mandate arrangements with Cyprus-resident signatories
• Beneficial ownership registration and ongoing maintenance
• A defined process for the director to raise questions or decline where a duty requires it

How Doviandi approaches this

Our directors expect to be briefed. An appointment comes with an obligation to understand the business well enough to exercise judgement on it. Clients who want a signature service are better served elsewhere, and we say so at the outset rather than after.

The mandate is written and specific. It records the scope of the appointment, the authority limits and the expectations on both sides. That protects the client as much as the director, because it makes clear what will and will not be signed without further reference.

Board papers precede board meetings. Circulating material in advance is what allows deliberation to happen, and deliberation is what the minutes have to be able to record. Resolutions circulated for signature cannot evidence a decision taken in Cyprus.

We do not offer concealment. Beneficial ownership is disclosed to the register, to us and to the bank. A nominee arrangement is a governance and administrative tool, and any provider presenting it as privacy from the authorities is describing something that no longer exists.

Related knowledge

Background reading on the questions this service answers:

• Nominee Director on the legal status of the role, why a nominee can decline, and what the arrangement does not do.
• Can directors of a Cyprus company live abroad? on what a workable mixed board looks like.
• Economic Substance on the management and control test these appointments exist to support.