How do I get a nominee to resign?


Often we are asked what is the procedure for procuring the resignation, retirement or replacement of a Professional “Nominee” Director and/or Nominee Shareholder?


Normally to be able to do that, what must happen is this:


  1. You would need the Board to pass a resolution authorizing the Director to resign and for a change of shareholder to take place.
  2. A copy of the resolution would need to be signed by the Sole Director (or Chairman of Directors if there is more than one) and sent to the Company’s Registered Office
  3. The existing Professional “Nominee” Director would also need to sign and send to the Company’s Registered Office a resignation form
  4. A share transfer would need to be signed by the outgoing shareholder to transfer ownership of the outgoing shareholder’s share to the continuing or new shareholder. This share transfer and the existing original share certificate as regards the share to be transferred would need to be sent to the company’s Registered Office for the transfer of ownership to be completed at law.
  5. Fresh ID/Due diligence documents as regards any new shareholder or Director would need to be supplied to your International Corporate Service Provider


Ultimately the directors are appointed by the shareholders. Whether you are the majority shareholder or have a nominee shareholder in place either way you should have the ability to sack the current Director and replace him/her/it with a Director of your choosing such as would enable the above procedures to be carried out.


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