Read this before you 'buy' a nominee / corporate director.
A nominee director in Cyprus is a real director with real liability. In principle, Cypriot law makes no distinction between an executive, a non-executive, and a nominee director. The same fiduciary duties, the same legal obligations, the same liability.
It is not a privacy product either. Your name will still appear in the register of ultimate beneficial owners. What changes is whether a competitor searching the public register of officials can find you.
And since January 1, 2026, the tax basis for the appointment of a director has changed completely. A company incorporated under Cypriot corporate law is now a tax resident of Cyprus by virtue of its incorporation. You no longer need a Cypriot director to become a tax resident of Cyprus. You need one so that the company cannot be claimed in your home country.
That is a different task and requires a different type of director. A name on a form is not sufficient. In a case concerning the material presence of a director, a director who demonstrably did nothing is worse evidence than having no director at all.
Do you have questions or comments about whether you need one, or are you looking for a reliable partner? We are happy to assist you.
Three levels. All costs are annual, excluding VAT. Executive functions are provided by recognized Cypriot service providers; we structure the agreement, select the service provider, and manage the relationship.
A nominee director is a director who has been formally appointed to the Board of Directors and is registered with the Chamber of Commerce. This director acts in commercial matters on the instruction of the ultimate beneficial owner.
Under Cypriot law, they have the same duties and the same personal liability as any other director. The appointment is public. The mandate relationship is laid down in a directors' agreement.
Every director of a Cypriot company is required to act in the best interests of the company, to exercise reasonable care and competence, to avoid conflicts of interest, and not to benefit from his position without making it public. A nominee cannot answer a supervisor by claiming that he has followed instructions.
Directors and secretaries are registered in the public electronic register of the Chamber of Commerce. The Register of Ultimate Beneficial Owners (UBO Register) is a separate register and, since January 2023 following the ruling of the Court of Justice of the EU, is no longer publicly accessible. Access is restricted to competent authorities, mandatory entities, and entities with a demonstrably legitimate interest.
Your own tax authorities obtain information about the ultimate beneficial owners via the UBO register, information exchange, and anti-money laundering legislation. Any provider promoting a nominee as a director as a way to keep your name away from a foreign tax inspector is selling you a problem, not a solution.
| Director nominee | Corporate Director | Shadow Director | |
|---|---|---|---|
| What it is | Natural person, formally appointed and acting on the basis of written instructions. | The legal entity has been formally appointed as a member of the Board of Directors. | A person who directs the board of directors without having been appointed to do so. |
| Filed with the Registrar | Yes | Yes | No |
| Legal status | Full Director | Full Director | Solely for liability |
| Duties owed | Full fiduciary and statutory duties | Full duties, discharged through its own officers | Full liability, no formal protection or authority |
| Substance value | Average to high, depending on the activity. | Low in weight on its own, useful in a layered structure | Negative. Evidence of an artificial settlement. |
| Cost | €1,500 to €3,000 per year | €500/year | Free until it gets very expensive. |
The 'shadow director' category is where owners end up when they buy a cheap straw man and subsequently run the company entirely from abroad via email.
Although the straw man's name appears in the commercial register, the decisions are demonstrably made elsewhere, and the structure documents exactly what a foreign tax authority is looking for.
Both sides carry risks, and the honest version is short.
For you as the owner:
For the nominee:
Therefore, every competent service provider will refuse assignments that appear unlawful or commercially unreasonable, and reject clients who do not meet the due diligence requirements.
If a service provider accepts you without asking critical questions, that says something about what their other clients are like.
Relevant information
Any questions? Feel free to ask us!
Yes. Cypriot law permits nominee structures. Chapter 113 of the Companies Act makes no distinction between nominee directors and directors with actual beneficiaries regarding their duties. What is regulated, however, is the provider: nominee services must be delivered through an entity supervised by CySEC, the Cypriot Bar Association, or ICPAC, and fully compliant with KYC and AML regulations.
Not from the perspective of company law. Chapter 113 imposes no establishment requirement, and any natural person or legal entity may be appointed. However, the place of establishment is relevant for tax purposes: it is the most important evidence of where the company is actually managed, and this is decisive in a dispute regarding the dual place of establishment within the framework of a double taxation treaty.
No, and since January 1, 2026, that is no longer necessary either. Incorporation under Cypriot corporate law now automatically creates a tax residence in Cyprus, unless a treaty provides otherwise. A director residing in Cyprus now fulfills a different function: preventing your home country from also laying claim to the company.
Yes. Any natural person or legal entity can be appointed as a director. A director with legal personality is the cheapest way to get a Cypriot entity on the board of directors, but on its own, this carries only limited weight in an assessment of substantial value. It works best as part of a broader structure, not as the complete solution.
Yes. A nominee director changes who is listed in the public register of officers. However, it does not change who is registered as the ultimate beneficial owner. Any natural person who owns more than 25% of the shares or voting rights, or otherwise exercises control, must be declared. Submitting false information regarding the ultimate beneficial owner is a criminal offence.
A nominee director sits on the board of directors and performs the duties of a director. A nominee shareholder holds shares on your behalf based on a trust deed, exercises voting rights at your instruction, and executes transfers as indicated. They relate to different registers and different risks. Many structures make use of both.
The costs range between €950 and €4,000 per year per nominee, depending on whether you appoint a name from the register or an active director who attends and chairs board meetings. Our rates are €500 for a corporate director, €1,500 for a resident non-executive director, and €3,000 for an active executive director.
Yes. Directors are appointed and dismissed by the shareholders. If a nominee shareholder holds your shares, the blank share transfer deed and the trust declaration give you the option to repossess the shares and change the board of directors. Check that both documents are present before signing anything.
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