Exclusive Nominee Services (Compliance-First)
SK Consult coordinates nominee/corporate representation solutions through vetted, licensed partners—only where lawful, appropriate, and supported by a defensible governance rationale.
Scope of services we offer
Compliance-first
Beneficial ownership documented and disclosed where required
Not provided for concealment/
evasion/circumvention
A nominee is a governance arrangement, not a hiding place. Anyone selling it as concealment is selling you a liability
Nominee services are one of the most misunderstood products in cross-border structuring. The version that used to be sold — a name on a certificate, an undated resignation letter in a drawer, and the comfortable belief that nobody would ever ask — stopped working years ago. The beneficial owner is filed in the Cyprus register regardless of who holds the shares. The bank asks for the ultimate owner before the account opens. The tax authority in the owner's country asks where the company is actually run. A nominee arrangement built to answer none of those questions does not protect anyone; it simply moves the exposure onto the nominee and leaves the owner with a structure that collapses the first time it is examined.
The version that does work is narrower and considerably more useful. Commercial confidentiality from competitors, counterparties and the general public is legitimate and still achievable. A resident director who genuinely participates in governance is often necessary rather than cosmetic. Board continuity, deal confidentiality during a transaction, separation of a family's private affairs from a trading business, and protection against opportunistic litigation are all real needs with lawful answers. What none of them require is deception of a regulator, a bank or a tax authority — and the moment an arrangement depends on that, it has stopped being a service and become a risk.
SK Consult arranges nominee shareholder and nominee director services on a compliance-first basis: regulated providers, full disclosure of beneficial ownership to every party legally entitled to it, documented governance, and directors who read what they sign. We will decline an engagement whose purpose is to conceal ownership from a bank, a regulator or a tax authority. That position costs us work, and it is the reason our arrangements survive due diligence.
What the engagement covers
Engagements are built around what the structure actually needs. Most mandates combine several of the components below; the diagnostic stage establishes which of them are appropriate and which would create more exposure than they remove.
Nominee shareholder arrangements
Appointment of a regulated corporate or individual nominee to hold shares on trust for the beneficial owner, documented by a declaration of trust and a nominee agreement that record the beneficial owner's entitlement to dividends, voting instructions, sale proceeds and the return of the shares on demand. The arrangement keeps the owner off the public shareholder register; it does not and is not intended to keep them out of the beneficial ownership register.
Nominee and resident director services
Appointment of a Cyprus-resident director who participates in governance rather than signing on instruction — reviews board papers, questions transactions that do not make commercial sense, and maintains the record that supports the company's management and control position. Provided through regulated administrative service providers, with defined authority limits and an agreed escalation route.
Beneficial ownership filings and maintenance
Preparation and filing of the beneficial ownership record with the Cyprus register, the 45-day change filings that most structures forget, and the annual confirmation between 1 October and 31 December. Includes the trigger most owners miss entirely — a renewed passport produces a new document number that must be reported.
Governance documentation and authority limits
Board charters, delegated authority matrices, signing mandates and reserved-matter lists that define precisely what a nominee director may decide alone, what requires shareholder approval, and what falls outside the mandate altogether. This is the documentation that distinguishes a governed company from a rubber stamp, and it is what a bank or a tax inspector actually reads.
Powers of attorney and signing mandates
Drafting of specific, limited powers of attorney where the beneficial owner needs to act for the company, scoped to defined transactions and periods rather than the general power that quietly converts the owner into a de facto director. Bank signing mandates are aligned with the same logic.
Disclosure strategy for banks, acquirers and regulators
Preparation of the ownership narrative, organisational chart, source-of-wealth file and explanation of why the nominee arrangement exists — presented proactively rather than extracted under questioning. Nominee structures are not a compliance problem when the file explains them; they become one when the bank discovers them itself.
Substance alignment
Coordination between the nominee arrangement and the company's substance position: where board meetings are held and minuted, where banking instructions originate, whether the directors have the competence to make the decisions attributed to them. A nominee director on a company with no substance is an argument against the structure, not for it.
Trust and foundation alternatives
Where the objective is asset protection, succession planning or genuine separation of legal and beneficial ownership, assessment of whether a Cyprus international trust, a foundation or a holding structure achieves it more robustly than a nominee. Frequently the honest answer is that the client needs a different instrument entirely.
Exit, replacement and unwinding
Orderly replacement of a nominee, transfer of shares back to the beneficial owner, resignation and release of a director, and correction of the register entries that follow. Also remediation of legacy arrangements inherited from a previous provider — including the ones where documentation is missing and nobody is certain what was actually agreed.
Who this is for
Owners who need commercial confidentiality, not anonymity
Founders whose competitors, suppliers, landlords or counterparties should not be able to map their holdings from public records, and who fully accept that banks, regulators and tax authorities will know exactly who they are. This is the largest legitimate use case and the one that works.
Groups that need a resident director for a real reason
Structures where Cyprus management and control has to be demonstrable — because a treaty position, a licence condition, a banking relationship or a group tax position depends on it — and where the resident director must therefore be genuinely engaged rather than nominal.
Families and individuals with a specific protection need
Clients with a documented personal security concern, a live or anticipated dispute, or a succession plan that requires separating legal title from beneficial entitlement. These cases justify careful structuring, and they are also the ones most likely to be examined closely later.
How we work
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Purpose test
Week 1We start with the question most providers skip: what is this arrangement actually for? If the answer involves keeping ownership away from a bank, a regulator or a tax authority, we say no at this stage rather than after the fee is paid. If the purpose is legitimate, we establish precisely which parties will know the beneficial owner's identity and which will not, because that determines everything that follows.
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Structure and provider selection
Weeks 1–2Selection of the appropriate instrument — nominee shareholder, resident director, both, or something else entirely — and of a regulated provider supervised by CySEC, ICPAC or the Cyprus Bar Association. Provider due diligence covers regulatory standing, professional indemnity cover, the number of directorships already held, and whether the provider will actually engage with the business or simply sign.
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Documentation
Weeks 2–4Declaration of trust, nominee agreement, board charter, authority matrix, indemnities and the specific limited powers of attorney the arrangement needs. Documents are drafted to be produced to a bank or a court, not to be hidden. Undated blank resignation letters and general powers of attorney are not part of our documentation set.
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Filings and disclosure
Weeks 3–5Registrar filings for the appointments, beneficial ownership register filing or update, and preparation of the disclosure pack for the banking and audit relationships. Where an account already exists, the bank is informed of the change rather than allowed to discover it at the next review.
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Ongoing governance
ContinuingScheduled board meetings with real agendas and minutes, annual confirmation of the beneficial ownership record, 45-day change filings, monitoring of the arrangement against the sanctions and AML position, and periodic review of whether the arrangement still serves its original purpose. Structures fail slowly, through neglect, far more often than they fail suddenly.
Timelines assume the beneficial owner's due diligence file is complete and the underlying company already exists. Where the company is being formed at the same time, the nominee documentation runs in parallel with incorporation and adds little to the overall timetable. Where a legacy arrangement is being remediated, the diagnostic stage takes longer because the first task is establishing what was actually agreed and what was actually filed.
The rules that govern nominee arrangements
Nominee arrangements sit at the intersection of company law, beneficial ownership transparency, tax residency and sanctions enforcement. The table below sets out the positions that determine what is and is not achievable. Figures are current as at July 2026 and require verification against your facts.
What determines the outcome
Whether the purpose survives being stated out loud
The practical test we apply is simple: can the reason for the arrangement be written down in a sentence you would be comfortable reading to a bank's compliance committee? "We do not want suppliers and competitors mapping our group from public records" passes. "We do not want the tax authority to know" does not. Arrangements that fail this test fail later, more expensively, and usually at the worst possible moment.
Whether the nominee director actually directs
The difference between a defensible structure and an indefensible one is almost never the paperwork — it is whether board meetings happen, whether the director asks questions, and whether the minutes record a decision rather than a formality. A director who has never declined anything has no evidential value, and every counterparty knows it.
Whether the provider is regulated and can be checked
Nominee and fiduciary services in Cyprus must be provided by a regulated administrative service provider, supervised by CySEC, ICPAC or the Cyprus Bar Association depending on the provider's primary profession. An unregulated provider is a compliance finding waiting to happen, and their standing is verifiable in minutes.
Whether the documentation would survive a court
A declaration of trust that has never been reviewed, an undated resignation letter, and a general power of attorney signed years ago are not a governance framework. If the nominee dies, becomes insolvent, is sanctioned or simply refuses to cooperate, the documentation is the only thing standing between the beneficial owner and a lengthy dispute over shares they thought they owned.
Whether the bank was told before it found out
Banks and EMIs do not object to nominee structures as such; they object to discovering them. A nominee arrangement disclosed upfront with a clear rationale is a file note. The same arrangement discovered during a periodic review is an escalation, and increasingly an exit.
Whether the arrangement is still doing its job
Purposes expire. A confidentiality arrangement put in place before a transaction may be pointless afterwards; a resident director appointed for a licence may be unnecessary once the licence lapses. Arrangements that persist past their purpose generate cost, filing obligations and explanation burden for no benefit, and they attract exactly the questions the client was trying to avoid.
Where these arrangements go wrong
- Filing the nominee as the beneficial owner. This is not a technical slip; it is a false declaration to the register, and it converts a lawful confidentiality arrangement into a compliance offence with personal exposure for the officers who signed it.
- Treating the nominee director as a signature service. The owner instructs, the director signs, no board meeting takes place. This creates shadow director exposure for the owner, negligence exposure for the director, and hands the owner's home tax authority the argument that management and control sits abroad.
- Relying on an undated blank resignation letter. It is the classic tool of the old model and it is close to worthless: unenforceable in several jurisdictions, evidence of a sham arrangement in others, and no substitute for a properly drafted removal mechanism.
- Missing the 45-day change filings. Share transfers are usually caught. Renewed passports, changed addresses and restructured intermediate holdings usually are not, and the penalty accrues daily from the first day without any notice being sent.
- Skipping the annual confirmation. The window is 1 October to 31 December and silence is treated as non-compliance, not as "nothing has changed". A company that filed correctly at incorporation and never touched the record again is very likely already accruing fines.
- A general power of attorney in favour of the beneficial owner. It undoes the entire arrangement in a single document: the owner is now demonstrably running the company, which is precisely what the nominee structure was supposed to make untrue.
- Nominee arrangements layered onto a company with no substance. A resident director on an entity with no office, no local decision-making and no operational footprint does not create management and control — it draws attention to the absence of it.
- Inheriting an arrangement without auditing it. Structures acquired with a company purchase, or moved from a previous provider, routinely contain missing declarations of trust, unfiled register entries and directors who resigned years ago on paper that was never filed. The new owner inherits all of it.
What we will need from you
The due diligence file for a nominee arrangement is heavier than for an ordinary appointment, because the regulated provider taking the role is accepting personal and criminal exposure. The list below is the usual starting point.
- Certified passport copy and proof of address for every beneficial owner, every controlling person and every authorised signatory, dated within the provider's acceptance window.
- A written statement of the purpose of the nominee arrangement — what it is intended to achieve and from whom confidentiality is sought. This is a document we will ask you to sign, and it is deliberately uncomfortable to write badly.
- Source of wealth and source of funds evidence: how the underlying wealth was generated, supported by tax returns, sale agreements, audited accounts, employment or dividend records as applicable.
- A full organisational chart of the group, showing legal ownership, beneficial ownership and every intermediate entity, with jurisdictions and percentages.
- Corporate documents of the company: certificate of incorporation, memorandum and articles, current certificates of directors, shareholders and registered office, and the existing share certificates.
- The existing beneficial ownership register filing, with the filing date and evidence of the most recent annual confirmation.
- A description of the business: what it actually does, its main counterparties and markets, expected transaction volumes and banking arrangements.
- Any existing nominee documentation — declarations of trust, nominee agreements, powers of attorney, indemnities and resignation letters — including incomplete or unsigned versions, which are often the most informative.
- Tax residency information for the beneficial owner, including tax identification numbers and, where relevant, evidence of the residency position claimed.
How fees are built
Nominee engagements are quoted as an annual arrangement rather than a one-off transaction, because the exposure being accepted is continuing. The components below determine where a specific mandate sits.
- The onboarding and purpose assessment, which is a fixed fee and is charged whether or not we ultimately accept the engagement. We would rather decline early than accept badly.
- The annual nominee shareholder fee, which is largely a function of the provider's risk assessment rather than the volume of work — the number of entities, the jurisdictions involved and the nature of the underlying activity.
- The annual nominee or resident director fee, which is materially higher than the shareholder fee because the role carries fiduciary, tax and criminal exposure. Providers who quote these at the same level are usually not proposing to do the job.
- Documentation drafting: declaration of trust, nominee agreement, board charter, authority matrix and limited powers of attorney, quoted as a fixed package for a standard structure.
- Filing and maintenance: registrar filings, beneficial ownership register filings and the annual confirmation, usually charged as a modest fixed annual amount.
- Transaction-based authorisations. Signing outside the agreed authority limits — a loan, a guarantee, a disposal, a licence application — is quoted per instance because it requires the director to form and document a view.
- Remediation of a legacy arrangement, which is scoped only after the diagnostic stage. Reconstructing what was agreed and correcting what was filed regularly costs more than establishing a clean arrangement from the start.
Frequently asked questions
Will a nominee keep my name out of the beneficial ownership register?
No, and any provider who says otherwise is proposing a false declaration. The register records the natural person who ultimately owns or controls the company. The nominee appears on the public Registrar records — directors and shareholders — while you appear in the beneficial ownership register, which is not public. That distinction is the whole of what a nominee lawfully achieves, and for most commercial confidentiality purposes it is enough.
So who can actually find out that I own the company?
Competent authorities — the Financial Intelligence Unit, tax department, police, supervisors — have unrestricted access. Obliged entities such as banks, auditors, lawyers and accountants access it when performing customer due diligence on you. From 10 July 2027 applicants with a demonstrated legitimate interest, including journalists investigating financial crime and NGOs working on financial crime, have a harmonised route to access. The general public does not. Competitors, suppliers and counterparties browsing public records do not.
Does appointing a Cyprus nominee director make my company Cyprus tax resident?
Not by itself. From 1 January 2026 a Cyprus-incorporated company is Cyprus tax resident unless it is managed, controlled and tax resident elsewhere, which strengthens the Cyprus position. But your own tax authority applies its own rules to the actual facts. If you take the decisions and the Cyprus director signs afterwards, a foreign authority can conclude the company is effectively managed where you are. A nominee director who does not direct is evidence against you, not for you.
What is my protection if the nominee refuses to transfer the shares back?
The declaration of trust and nominee agreement, and nothing else. They should state the beneficial owner's entitlement to the shares, dividends and proceeds, the obligation to act only on the owner's instructions in respect of ownership rights, the removal and transfer mechanism, and the governing law and forum. This is why we do not accept the informal documentation many structures run on, and why remediating an inherited arrangement usually starts here.
Can I just give myself a power of attorney over the company?
You can, and it is one of the most reliable ways to destroy the arrangement. A broad general power of attorney demonstrates that you control the company directly, which supports both a shadow director finding and a foreign management-and-control challenge. Where you genuinely need to act, we use specific powers limited to defined transactions and periods, which achieve the commercial objective without the structural damage.
Will a bank refuse an account because there is a nominee in the structure?
Not usually, provided the bank is told before it finds out. Banks are entitled to the ultimate beneficial owner and will get it regardless. What causes refusals and exits is discovering a nominee arrangement during a periodic review that was not disclosed at onboarding, because the omission itself raises the question of what else is missing. Disclosed upfront with a clear commercial rationale, a nominee arrangement is ordinary.
Do you offer nominee services for anonymity from tax authorities?
No. We decline these engagements, and we do so at the enquiry stage rather than after taking a fee. Beyond the legal position, it does not work: automatic exchange of information reports the controlling persons of accounts regardless of who holds the shares, and the nominee arrangement changes nothing except who is standing in front of the problem when it arrives. If confidentiality from commercial parties is the objective, that is achievable and we will help. If it is not, we are the wrong firm.
Related services
This page is general information about Cyprus corporate, transparency and sanctions requirements as at July 2026, not legal or tax advice, and it does not create a client relationship. Beneficial ownership, tax residency and sanctions positions turn on specific facts and on the law of the beneficial owner's own jurisdiction. SK Consult arranges nominee services through regulated administrative service providers and does not accept engagements whose purpose is to conceal beneficial ownership from banks, regulators or tax authorities. Please take advice on your own circumstances before acting.
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If you need practical legal and compliance support for cross-border operations, please get in touch with a brief overview of your business model, the jurisdictions involved, and your key counterparties—such as banks, EMIs, PSPs, or other partners. Based on that information, a proposed scope of work and recommended next steps can be provided.
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