Nominee Directors Officers and Managers
Nominee Directors Officers and Managers have been used in Nevada for over 75 years to take advantage of the financial privacy provided by the favorable corporate laws in Nevada. Nevada does not require disclosure of information about company ownership, stock, or capital. Only the Director, President, Treasurer, and Secretary of Corporations and Managers of LLCs are required to be listed on any public record in Nevada. And, of course, one person can simultaneously fulfill Director and Officer responsibilities in a Nevada corporation.
However, over the years, government restrictions and fiduciary liability have limited how nominees can be used. Due to IRS restrictions, Nominee Directors Officers and Managers can no longer obtain Federal Employer Identification Numbers or sign Federal Income Tax Returns. As for banking, the bank will hold the Nominee Directors Officers and Managers to a fiduciary duty should there be any problems, therefore, Nominee Directors Officers and Managers will no longer open bank accounts. And finally, Legislators severely limited Nominee Directors Officers and Managers Service, in the last legislative session, by adding the following language to the bottom of every Initial/Annual List:
None of the officers or directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
Of course, the key words are “fraudulent intent of concealing the identity of any person” and “in furtherance of any unlawful conduct.”
Prosecutors take the position that anyone who does not want to be identified is probably involved in “the fraudulent intent of concealing the identity of an Officer, Director or Manager.” This puts everyone, including the Nominee Directors Officers and Managers, in a very uncomfortable and expensive position of having to prove their innocence.
Will your business entity be the target of an aggressive prosecutor? I don’t know. The real question, in this day of envy, is: Are you willing to take the risk?
We serve many valued clients that need to have companies that are private. They pay their taxes, run their businesses legally, and are upstanding members of society. They desire privacy to prevent their assets from being searched and found. If we determine that a client is abusing the system or trying to hide from the law behind their Nevada company, we will resign as their Registered Agent.
We do not offer Nominee Directors Officers and Managers Services or Shelf Companies. If a Registered Agent providing business formation service is offering Nominee Directors Officers and Managers Services, what kind of companies will be associated with the address you’re about to use? We maintain a “pure” address out of respect for our clients and their business’ reputation and safety.