To minimize the risk of your offshore company being seen as a sham you will probably want to be appointed as a consultant or adviser to the Director and thus be seen to be at an arm’s length from the Company.

Say the Director has received a commercial agreement from its Adviser (ie you, eg as appointed Financial or Marketing Consultant) suggesting that same be signed. Remember what you have here is a Professional Company Director not an Investment Manager. How does the Board of Directors of a big Public Company come to make decisions? Based on the advice/reports of the Company’s senior employees and advisers. The Director/s of an IBC (when acting in a “nominee’ capacity) is/are effectively in the same position.

To properly discharge his duties a prudent director will want to read and consider the commercial worth of the agreement which has been presented to him for execution prior to applying his signature. Ordinarily then, before signing, the Director might ask you to advise the board specifically to confirm that you’ve done the due diligence, that you’ve checked out the proposed contracting party and the agreement, that the Company’s legal and financial interests have been protected, that it’s a good deal commercially for the Company to take up and in the shareholders’ best interests to sign and proceed.

Additionally bear in mind that the Professional “Nominee” Director would not be familiar with the myriad of local labour, tax, corporate and contract (+etc) laws of the country where the IBC is doing business. That’s why sometimes you might be asked, before the Director signs, to check out and confirm for the Director that the Company’s legal and/or financial interests have been properly protected in the agreement having special regard to the locale of the contract.

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