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In the BVI, companies are required to keep a PSC register that lists the individuals and entities that have significant control over the company. This information is required to be filed with the Registrar of Corporate Affairs, who may make this information available to the public.
A nominee director is legally required to fulfil the same obligations and liabilities as a formal director under the Singapore Companies Act and Common Law, but it is a non-executive role. They are also subject to the same risks and must obtain appropriate insurance to mitigate this liability.
A shareholder is entitled, by written notice to the business company, to inspect the register of members, the register of directors, minutes of shareholder meetings and shareholder written resolutions.
British Virgin Islands (BVI) Nominee directors here owe a fiduciary duty to the company. Generally, nominee agreements are forged between the beneficial owner and the nominee director to outline the latter's powers and limitations.
Investors, banks, and lending companies can also appoint a shadow director to represent their interests in a company. The main purpose of having a nominee director is to give the appointing person or organization some level of control over the company, without having to serve as shareholders or directors themselves.
A nominee director is a non-executive director; however, he/she is active in decision making in financial matters of the investee company, fund-raising plans such as debt-raising and investment planning. He/She presents the expertise at the disposal of the Board.
All companies are required to have at least one director, although that director does not have to be a natural person. There is no requirement for directors to be a BVI resident or citizen.
A Nominee Director is an individual nominated by an institution, including a bank/ financial institution/ private equity firm etc, on the Board of a company in which such an institution has some 'interest'.