Nominee Director in Turkey

The Turkish commercial legislation is requiring the public announcement of the company’s representative. In certain cases, the beneficial owner wish to keep secret his interests in the company so another name must be stated in the articles to ensure the legality of the registration.

This replacing person is also known as nominee director and has the same liabilities and rights as a regular director; this is the reason why it must be appointed very carefully and only in extreme situations. A nominee director will take all the measures necessary to register the company, provide his personal and company’s details to the authorities and registers, elaborate marketing strategies for the company, maintain book of accounts, registers and all the company’s official reports and documents, be responsible for daily decisions, participate at annual audits and gather all the members of the company for general meetings of the shareholders. These responsibilities can be limited by the articles of association.

His name appears on all the official documents and in the company’s set of regulations (articles of association), along with other information related to the company.

In offshore jurisdiction the term of nominee director is different from the one used in Turkey. For instance, the main role of the nominee is to rent his name in exchange of a fee in order to be used in the company’s incorporation documents, sign on various documents already checked by the company’s real beneficial owners, sign a power of attorney in order to invest the beneficial owner with all the managerial powers, commits that he will never use his rights against the company’s or beneficial owner’s interests.

As stated above, the term of Turkish nominee director is very different than the one used in tax heavens so the appointed person must be a reliable person.

Certain advantages may occur in appointing a third person to be in charge with the company’s representation, such as a shorter time necessary for incorporation or the high confidentiality granted to the beneficial owners.

Appointing a nominee director is not very popular in Turkey, mostly because of the above characteristics and it’s a process usually characteristic to offshore jurisdictions. There is no legislation to regulate the process of appointing a nominee director in Turkey, however BridgeWest can offer in certain cases nominee directors in Turkey depending on certain specifics of your business in the country. Please contact us for more information.