Sanctions Evasion Reference

Nominee director

A person who is formally appointed to a company board but who acts on the instructions of an undisclosed party rather than exercising independent judgement.

also known as

nominee shareholder, straw director

reviewed

2026-08-20

Nominee arrangements are lawful in many jurisdictions and are a normal product of the corporate services industry. The concealment arises when the nominee is the only name a registry, a bank or a counterparty ever sees.

The tell is usually workload. A single individual appearing as director of dozens or hundreds of unrelated companies across unrelated sectors cannot be directing any of them, and that pattern is visible in any bulk company register. The corresponding document is the side letter or declaration of trust in which the nominee acknowledges acting on another’s instruction, which is what investigators look for once they have a search warrant or a leaked archive.

Where this term is used

  • What is a front company? — A front company is a business that trades normally but exists largely to hide another party's involvement in its transactions. The real activity is the cover; the concealed party is the point.
  • What are nominee directors and nominee shareholders? — A nominee is formally recorded as a company's director or shareholder but acts on an undisclosed party's instructions. The register names the nominee; the decisions belong to someone else.
  • What is a professional enabler? — A lawyer, accountant, formation agent or broker whose services are what makes a concealment structure work, and whose repeated involvement across unconnected clients is itself the evidence.
  • What is ownership threshold structuring? — Arranging shareholdings so that designated parties own less than the percentage at which ownership is automatically attributed, while control of the entity stays where it was.
  • What is shell company layering? — Layering is the use of successive companies in different jurisdictions between an asset and its owner, so that no single register, filing or payment record shows the connection between them.

Related terms

  • Beneficial owner — The natural person who ultimately owns or controls an entity, or on whose behalf a transaction is conducted, regardless of whose name appears on the register.
  • Corporate services provider — A firm that incorporates and administers companies for clients, supplying registered offices, directors, shareholders and company secretarial services.
  • Shell company — A registered company with no significant operations, assets or employees, used to hold assets or to sit in a chain of ownership.

Sources

  1. Concealment of Beneficial Ownership. Financial Action Task Force and Egmont Group, 2018.
  2. Offshore Leaks Database. International Consortium of Investigative Journalists, 2026.

All glossary terms