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Makati City, Philippines

Nominee Director

Nominee Director

Many businessmen and entrepreneurs decide to use nominee services when registering a new business in an offshore jurisdiction. Nominee service is an intermediary ownership and management tool, where people or legal entities are appointed as directors or shareholders.

NOMINEE DIRECTOR shall hold shares for and in behalf of the BENEFICIAL OWNER/S. Said shares shall only be placed in the name of the former for convenience. The NOMINEE hereby acknowledges:

1.1 The absolute title and ownership of the OWNER over the SUBJECT SHARE.

1.2 His role as NOMINEE and agent of the OWNER is to hold naked title to the SUBJECT SHARE in trust for and in behalf of the OWNER.

1.3 The participation of NOMINEE or her representatives in the Corporation is subject to the OWNER’s instructions, and all votes of the NOMINEE during the board of directors meetings and stockholders meetings shall be consistent with the vote of the OWNER.

  1. The NOMINEE and the OWNER agree that all distributive assets resulting from the dissolution of the Corporation, and other increments accruing to the SUBJECT SHARE shall be for the exclusive account and benefit of the OWNER, and the NOMINEE shall hold the same subject to the OWNER’s instructions.
  2. With respect to the distributive assets and other increments accruing to the SUBJECT SHARE delivered by the NOMINEE to the OWNER or to the person or entity designated by the latter, the OWNER warrants and hereby undertakes to hold the NOMINEE free and harmless from liability for any and all taxes that may be due thereon. Should the tax authorities so require, the OWNER hereby undertakes to present proof that the assets and other increments so delivered, if taxable, have been declared and tax returns filed for all tax purposes by the OWNER or person or entity designated by the latter to receive the same.
  3. The NOMINEE hereby assigns, transfers and conveys unto the OWNER all the NOMINEE’s rights and title and interest to the SUBJECT SHARE, and the NOMINEE hereby agrees to execute such other instruments as may be necessary to enable the OWNER to cause the registration and recording of title to the SUBJECT SHARE in the OWNER’s name or that of his designated nominee or nominees on the books of the Corporation. For this purpose, the NOMINEE hereby authorizes the Corporate Secretary of the Corporation to make the corresponding transfer on the corporate books of the Corporation of the SUBJECT SHARE from the name of the NOMINEE to that of the OWNER or the latter’s new nominee or nominees upon the OWNER’s request. It is understood that until otherwise instructed by the OWNER, the NOMINEE shall retain the SUBJECT SHARE in his name, as described above, on the books of the Corporation.
  4. The NOMINEE hereby agrees to execute any and all proxies requested by the OWNER to enable the latter to exercise the voting rights pertaining to the SUBJECT SHARE.


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