Nominee shareholder and director in Cyprus

A nominee arrangement in Cyprus is built on one fact of the companies law: the register of members records legal title and nothing behind it. The law says so directly — no notice of any trust, expressed, implied or constructive, may be entered on the register or even received by the registrar. The register is then treated as evidence of what it contains.

So everything that makes the holder a holder for you lives outside the register, in papers the registrar never sees. Who really owns the company is a separate filing with its own rules, and that sits with foreign ownership compliance. Who may be that holder is not open either. Providing directors for a company, and holding its share capital while being entered as the holder on behalf of someone else, are administrative services, and exercising them without authorisation is prohibited. The list of persons authorised to provide them is public.

Where each fact is written

Four different records answer four different questions, and a workable arrangement keeps them from contradicting one another.

The director is still a director

A person appointed to the board holds a real office with duties owed to the company, and those duties cannot be bought out. Any provision — in the articles or in any contract with the company — that exempts an officer from liability for negligence, default, breach of duty or breach of trust, or indemnifies them against it, is void. Two clocks also run against the arrangement: a change of director reaches the registrar within fourteen days of the change, and the list of members travels to him with the annual return, which is completed within forty-two days of the annual general meeting and forwarded at once.

Instructions carry a price

For several sections of the law, the word director covers not only the person appointed but anyone in accordance with whose directions or instructions the board is accustomed to act. Someone giving those instructions can therefore be treated as a director for those purposes, with the duties and the default fines that follow. The law carves out one case: advice given in a professional capacity does not put the adviser in that position.

The tools and what each does

A declaration of holding

The holder states in writing that the shares are held for you, on what terms, and what they will do with dividends and votes.

A signed transfer

An instrument of transfer executed in advance and held on agreed conditions is the practical route back; its terms of release matter more than the signature.

A power of attorney

It lets you act in the holder's place within a defined scope, and its value depends on how narrowly that scope and its revocation are drawn.

A shareholders' agreement

Reserved matters, voting thresholds, information rights and exit mechanics belong here, where they bind the parties to each other.

Sources: the register and the trust — sections 112 and 113; a change of director and the annual return — sections 192 and 120; void exemption clauses — section 197; the person on whose instructions the board acts — sections 119, 120 and 187 of the Companies Law, Cap. 113; administrative services and the need for authorisation — sections 4 and 5 of Law 196(I)/2012, public register of providers.