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Every company incorporated in Nigeria with the Corporate Affairs Commission needs a minimum of one director for that company in order to meet up with compliance requirements with the Corporate Affairs Commission. To that effect, many foreign entrepreneurs and foreign companies seeking to incorporate their entities in Nigeria to commence business thus seek out the services of resident non-executive, Nominee Directors to sit on the Board of their newly incorporated company to help them navigate compliance in Nigeria.
A Nominee Director is a company director added to a registered company (or, alternatively, a company undergoing fresh incorporation) to function as a company director for that company on the company’s records with the Corporate Register at the Corporate Affairs Commission. This can be done to help the company meet the compliance requirement of companies mandatorily having a company director upon incorporation.
It is not mandatory for you to hire the services of nominee directors for your Nigerian incorporation. However, due to unfamiliarity with Nigeria’s regulatory terrain, you may require a professional (or professionals) who understand Nigeria’s regulations and compliance requirements to act as a director on record for your company and help you to navigate compliance with different regulators in Nigeria for the sector you operate in. That is usually when it becomes advisable to hire a nominee director to be a part of your company in Nigeria and sort of act “in-house” for you to interface with regulators and help your Nigerian company meet with compliance requirements.
Furthermore, in many cases, and in some industries, the industry players would rather interface directly with local, resident directors of a corporation rather than their foreign counterparts. Thus, these (foreign) companies then choose the services of a nominee director to sit on the Board of their company and execute contracts on their behalf. And that is where our professionals at Kabbiz Global Nominees Limited come in—we have a team of highly professional legal practitioners and corporate professionals ready to act for your company on a contractual basis as its (nominee) non-executive directors to ease your business operations in Nigeria.
Kabbiz Global Nominees Limited offers nominee director services in Nigeria for our international and local clients. It is part of our comprehensive business registration service which includes Nigeria and Africa-wide company incorporation, nominee director services, corporate bank account opening, company secretarial services and virtual registered office address services.
Thus, if you are an entrepreneur or registered foreign entity seeking to expand your business operations to Nigeria, we will be happy to provide you with nominee directors for your company if and when needed, for as long as you need same in the company life cycle.
Whatever nominee director we approve for your company is subject to risk of litigation, alongside fiduciary risk as a director of the company, so we need to make our own verifications for due diligence checks. To that effect we require the following documents:
If your company requires the services of nominee directors in Nigeria, please contact us via [email protected] and we will be happy to provide you with all the information you need to activate our nominee director services for your company.
Of course, yes. A nominee director assumes considerable risk because he is responsible to Nigerian legal authorities in cases of violations of the law by the company. Thus, even though the powers of the nominee director is very limited, his liability under the law is unlimited and they can be prosecuted for legal infractions.
Directly, no; indirectly, yes. The Nigerian Companies and Allied Matters Act provides for non-executive directors who lack executive powers on the Board to act in the company. It is translated to the powers of the nominee director, and, since the term “nominee director” is more internationally recognized term in corporate circles, our service providers also use that same term, for clarity purposes.
Anyone that is legally qualified under Nigerian laws to be the director of a company in Nigeria can sit on the Board of a company as a nominee director.
Yes, nothing precludes the nominee shareholder from doing so—acting as both nominee shareholder and director of the same company. Ordinarily, a nominee shareholder is a person who “lends their name in place of a beneficial owner’s” for company shares to hold same and act for the actual beneficial owner of the shares. And, under Nigerian law, a person can act as both director and shareholder, which means that the nominee shareholder can hold both the position of nominee director and nominee shareholder at the same time.