Nominee shareholders and directors may be appointed to ensure that beneficial owners of the company are not specified in official and constitutional documents of the company in the UAE. Such nominee shareholders and directors provide maximum degree of privacy and confidentiality. Nominee directors and shareholders are the persons that are registered in official register of companies.
In such case, in the course of registration a company in the UAE, nominee shareholder is recorded as registered shareholder, and nominee executive / director shall be entitled to manage an offshore company - subject to approved shareholders resolution.
In such cases, in order to protect the interests of beneficial owners of the company, relevant Declaration of Trust may be signed. Declaration of Trust is designed to confirm the ownership of a company by beneficial owners of shares of the company. On the basis of declaration of trust nominee directors and shareholders may be held liable for failing to act in good faith.
Beneficial shareholders of offshore companies in Dubai may, at their discretion, dismiss nominee director.
Any possibility of abuse of powers by nominee manager / directors of companies in the UAE is excepted, since all information regarding financial status, company's business in the UAE, bank accounts is held by beneficial owners of the company. In fact, all corporate powers and rights belong to beneficial owners of the company, or in other words, to ultimate beneficiaries. In addition, beneficial owner of the company may at any time substitute one nominee for another or appoint himself as a director of the company in the UAE.
In summary, we have identified that the manager / director acting on behalf of nominee of the company in the UAE, is not entitled to manage it at his own discretion, and actual control is entirely vested in its beneficial owner. The same applies to nominee shareholder of the company in the UAE, who, in fact, may not claim any rights with regard to the company.
