Corporate secretarial and nominee director
An ongoing governance arrangement that keeps your statutory records, board and stockholder documentation and annual reportorial filings in order — with a qualified corporate secretary, and a nominee director where one is lawfully required.
We run the process. You keep the decisions. Legal opinions, notarisation and audited statements stay with the appropriate licensed practitioner, separately engaged. See Trust & Governance →
A nominee director is not a name-lender
This is the part of the service most often misunderstood, so we state it directly. Where we make a qualified individual available for election as a director, that person is a statutory director with real duties — and will exercise them.
What the nominee director will do
- Exercise independent judgment and act in good faith
- Review board materials, ask questions, and vote according to law and the company's best interests
- Hold at least one qualifying share registered in the stock and transfer book
- Disclose conflicts as they arise
- Refuse any instruction that appears unlawful, misleading, fraudulent, oppressive, unsafe or inconsistent with fiduciary duties
Appointment is subject to written acceptance, statutory eligibility, conflict and sanctions screening, and disclosure of the true beneficial owners and controllers.
What the nominee director will never do
- Act as a passive name-lender, dummy, or party to a nationality-circumvention arrangement
- Sign blank or backdated documents, or conceal beneficial ownership
- Assume executive management, custody of cash or control of bank accounts
- Approve a material transaction without information, authority and time to review
What the corporate secretarial retainer includes
A qualified individual is made available for appointment as corporate secretary, subject to board election, citizenship and residence requirements, conflict checks and their acceptance. Ordinarily a separate individual from the nominee director.
Statutory records
Maintenance of the minutes book, stock and transfer book, register of directors and officers, and agreed statutory records in physical or approved electronic form.
Meetings
Preparation of notices, agendas, attendance records, minutes and routine resolutions for agreed board and stockholder meetings.
Certifications
Certification of true copies and secretary's certificates for ordinary business purposes — subject to verification of the underlying records.
Governance calendar
A maintained calendar for annual meetings, the General Information Sheet, beneficial-ownership declaration and routine changes in directors and officers.
Annual filings
Preparation and filing of the annual GIS and Beneficial Ownership Declaration through the applicable SEC platform, where included in the Service Order.
Share movements
Coordination of routine share issuances or transfers already approved and fully documented, within the annual limits stated in the commercial schedule.
Outside the retainer: government filing fees, notarial charges, courier, and any external counsel, auditor or specialist — charged at cost. Additional board or stockholder meetings, urgent transactions, extensive diligence, onsite attendance and travel are quoted before the work is done. All fees are exclusive of VAT. See how we work →
Keep the corporate record in order.
Tell us how many entities you have, how often the board meets, and what state the statutory records are currently in. We will quote the retainer, and flag any catch-up work needed before it starts.