Do You Need a Nominee Director for Your UK Company? (2025–26 Guide)

Starting a UK company often brings questions about compliance, privacy, and legal representation, especially for non-residents.

One question many business owners ask is:

“Do I need a nominee director for my UK company?”

The short answer: no, it’s not legally mandatory. However, a nominee director can be helpful in certain circumstances, such as maintaining privacy, meeting UK residency requirements, or simplifying administrative tasks.

This guide explains everything you need to know about nominee directors, including their duties, appointment process, legal requirements, potential pitfalls, and the latest regulatory updates for 2025–26.

What Is a Nominee Director in the UK?

A nominee director is a person appointed to act as a director of a UK company on behalf of the beneficial owner.

They appear on Companies House records, giving the company a legal UK-based director, but act under instructions from the real owner.

Key characteristics:

• Listed on Companies House as the official director
• Powers are limited by a formal agreement
• Does not make independent business decisions
• Often used by non-residents or those seeking privacy

Nominee directors provide a legal presence in the UK without exposing the beneficial owner publicly.

What Are the Duties of a Nominee Director?

Even though the role is mostly administrative, nominee directors have important responsibilities:

• Follow the nominee agreement – act only on instructions from the beneficial owner
• Ensure legal compliance – meet Companies House filing requirements and adhere to UK company law
• Maintain confidentiality – safeguard sensitive ownership and business information
• Attend meetings – as required under the agreement
• Avoid conflicts of interest – cannot act against the owner’s interests

Nominee Director vs Actual Director

Here’s a visual comparison table that immediately shows the difference between a nominee director and an actual director:

Why Use a Nominee Director?

There are several reasons business owners choose nominee directors:

• Privacy – keep the beneficial owner’s name off public records
• Non-resident compliance – meet UK legal or banking requirements
• Professional representation – enhance credibility with banks, suppliers, or authorities
• Administrative convenience – nominee handles filings and routine tasks
• Complex ownership structures – useful in international businesses or holding companies

Real-Life Case Study

What to Do If You Need a Nominee Director for Your UK Company

If your circumstances indicate the need for a nominee director, start by assessing your requirements:

• Determine whether UK residency is necessary for any directors
• Identify privacy or administrative needs
• Choose a reputable nominee service that complies with UK law
• Prepare the necessary agreements and legal documents

How to Appoint a Nominee Director for Your UK Company

The process is straightforward but must follow legal and regulatory standards:

• Select a trustworthy nominee service – ensure AML and KYC compliance
• Sign a nominee agreement – defines powers, limitations, and confidentiality
• Complete KYC/AML verification – nominee provides identification
• File registration documents with Companies House – nominee officially appears as director
• Update the PSC register – declare beneficial owners

Proper appointment ensures compliance and minimises risks.

Legal Requirements

When appointing a nominee director, you must comply with UK legal standards:

• Documentation – nominee agreement, beneficial owner agreement, Power of Attorney, and registration forms
• KYC/AML compliance – nominees must provide identification to comply with anti-money laundering regulations
• Filing obligations – Companies House must be updated with the director’s details, and PSC registers must reflect beneficial ownership

Things to Provide to Your Nominee Director

To formalise the arrangement, you should provide:

• Nominee Agreement – details the nominee’s role, authority, and confidentiality obligations
• Beneficial Owner Agreement – clarifies ownership and responsibilities of the real owner
• Signed but undated resignation letter from the nominee director – allows smooth transition if required
• General Power of Attorney – grants authority for specific administrative tasks

These documents protect both the beneficial owner and the nominee director.

Where Things Could Go Wrong

Regulatory Updates (2025–26)

UK company law continues to evolve. Important updates for nominee directors include:

• Enhanced transparency – more detailed PSC disclosures required
• Stricter AML rules – nominees must complete thorough identification verification
• Non-resident director reporting – updated obligations for directors living outside the UK
• Penalties for non-compliance – fines for inaccurate filings or failure to maintain PSC records

Staying updated ensures your nominee director arrangement remains fully compliant.

Is It Legal to Use a Nominee Director in the UK?

Yes, using a nominee director is fully legal, provided:

• The beneficial owner is declared in the PSC register
• The nominee does not engage in fraud or tax evasion
• All agreements, filings, and compliance obligations are correctly followed

Nominee directors have existed in the UK for decades and are accepted under company law.

Conclusion

While a nominee director is not mandatory, they can offer:

• Privacy on public records
• Administrative convenience
• Professional representation for non-residents

Clear agreements, proper documentation, and compliance with legal and regulatory requirements are essential.

When done correctly, a nominee director allows the beneficial owner to retain full control while enjoying these benefits.

Frequently Asked Questions (FAQs)

Explore More

Looking to set up your UK company efficiently? Check out:

• Nominee Shareholder Services
• Nominee Director Services
• UK Company Formation Services