How to Form a New IBC Using Nominees

If you’re wanting to set up a new Company – and have/make your existing Offshore Company the owner thereof – here are the procedures that, in our experience, would ordinarily need to be followed (ie assuming your existing Company has a Nominee Director).


  1. You would need to firstly explain to the Nominee director why it’s in the current Company’s best interests to form this new Company – an email sent to your Offshore Corporate Service Provider (“CSP”) addressed to the Nominee Director should suffice in this regard
  2. The Company Director should appoint (or should already have appointed) you as an “Authorised Representative” of the Company. This will give you the necessary authority to liaise with the Company formation agent to arrange for all the docs that need to be prepared for the new Company to be formed
  3. You’ll need to the email to your existing CSP the Incorporation application docs re the new Company that need to be signed by the existing Company “Nominee” Director
  4. You should confirm to your existing CSP/the Nominee Director that you’ve sought legal advice in relation to the Incorporation docs (or explain why you say outside legal advice won’t be necessary prior to the Director signing the docs)
  5. Your existing CSP’s Compliance Manager (or In-house Lawyer as the case may be) should review the docs as submitted and advise the Nominee Director so that the Nominee knows what he/she is signing
  6. The existing Company will call a board meeting
  7. At that Board meeting a Board resolution will be passed authorising (a) the existing Company to form the new Company and (b) authorizing a certain person to sign the incorporation docs for/re the new Company
  8. This resolution will be drafted/put in writing in the form of a meeting minute and will be printed and signed by the Nominee Director
  9. The Nominee Director will then sign the docs authorizing the incorporation of the new Company

10.The docs as signed will be emailed to you (and/or couriered to an address as provided by you as/if requested by you)


If you follow the above procedures at all times you have acted as would an employee or contractor of the Company.


As such your Private situation, ie as the actual Founder of/the person behind the Company, should never be revealed/compromised (ie assuming your existing Offshore Company has been structured/administered in a certain way).


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