UK Nominee Shareholder Services -- Simple, Secure & Legally Compliant

What is a Nominee Shareholder in the UK?

A nominee shareholder is an individual or corporate entity listed as the legal owner of a company's shares on the public register at Companies House. They appear publicly, but they do not hold any financial rights or real control over the shares.

The beneficial owner—the true owner—retains all economic entitlement, voting direction, and decision-making authority. These rights are formally protected through a Declaration of Trust or Nominee Agreement, which confirms that the nominee has no beneficial interest. This documentation sets out how dividends are handled, how votes are exercised, and how the nominee should act on behalf of the owner.

When professionally structured, a nominee arrangement provides clarity, privacy, and legal certainty for both parties.

Why Do You Need a Nominee Shareholder?

Many UK and international investors use nominee shareholders to maintain privacy on public records, manage cross-border ownership more easily, or support corporate structures where confidentiality is essential. For non-resident owners in particular, a nominee can simplify UK company administration and reduce onboarding friction.

A nominee arrangement also ensures your statutory registers and required filings are handled correctly, giving you confidence that the company remains fully compliant without adding operational burden.

However, it's essential that the relationship is backed by robust legal documentation and meets all PSC (Persons of Significant Control) disclosure rules. A well-drafted agreement protects both sides, preserves the beneficial owner's rights, and ensures the arrangement remains fully compliant with UK law.

Benefits of a Nominee Shareholder

A nominee shareholder provides privacy, protection, and administrative simplicity for UK and international owners. The nominee's name appears on the public register, while the beneficial owner retains full economic rights and control.

Key benefits include:

• Privacy & confidentiality on the public register
• Simplified cross-border company ownership
• Professional handling of statutory obligations
• Clear legal separation between public record and beneficial ownership
• Protection of sensitive corporate structures
• Reduced onboarding challenges for non-residents

For many entrepreneurs and investors, a nominee arrangement offers peace of mind and a compliant way to operate discreetly.

What Is a Declaration of Trust?

A Declaration of Trust (also called a Nominee Shareholder Agreement) is the core legal document that governs a nominee arrangement. It sets out, in precise terms, the true ownership of the shares and the responsibilities of the nominee.

A robust Declaration of Trust will clearly state that:

• the nominee holds the shares in name only,
• the beneficial owner retains all rights, control, and economic interest,
• the nominee has no claim over dividends, voting rights, or ownership.

The document is legally binding, enforceable under UK law, and designed to protect both parties. It removes ambiguity, prevents misuse, and ensures that even though the nominee appears on Companies House, the beneficial owner's rights are fully preserved.

Who Can Act as a Nominee Shareholder?

A nominee can be either:

• a professional corporate service provider, or
• a trusted individual appointed by the beneficial owner.

Most clients choose a professional nominee because they offer:

• regulated procedures
• confidentiality protections
• experience with statutory requirements
• reliable long-term availability

This ensures the arrangement is handled securely and compliantly.

Tax Treatment of Nominee Shareholders

When it comes to tax, HMRC looks beyond the legal (nominee) name and recognises the beneficial owner.

This means:

• Dividends are taxed as the beneficial owner's income.
• Any share sale or capital gain is attributed to the beneficial owner.
• The nominee has no tax responsibility, as they hold no economic interest.

The nominee's position is purely administrative and has no impact on the beneficial owner's UK tax obligations. This principle is long-established and helps ensure that nominee arrangements do not create tax complications when properly documented.

How to Appoint a Nominee Shareholder

Appointing a nominee follows a structured and compliant process:

1. Choose a reputable nominee provider
   Look for one with experience, confidentiality controls, and clear legal documentation.
2. Complete due diligence (KYC/AML checks)
   This ensures the arrangement meets UK legal requirements.
3. Sign a Declaration of Trust/Nominee Agreement
   This confirms the beneficial owner's rights and the nominee's obligations.
4. Update the company's statutory registers
   The internal shareholder register must reflect the nominee as the legal holder.
5. File the nominee details at Companies House
   The nominee appears publicly; the beneficial owner does not.

A professional provider will usually manage each step, ensuring accuracy and compliance.

Nominee Shareholder vs PSC

A nominee shareholder is not the same as a PSC (Person of Significant Control), and the roles should not be confused.

In most nominee arrangements, the beneficial owner remains the actual PSC, and their details must still be disclosed in the PSC register — even if they are not shown publicly as the shareholder.

This ensures full compliance with transparency rules.

How to Register a Nominee Shareholder

Registering a nominee involves two official steps:

The beneficial owner's name does not appear publicly unless they also qualify as a PSC. PSC rules, if applicable, must still be followed separately.

Registered correctly, the arrangement is fully compliant, transparent internally, and private externally.

What Do I Need to Provide for a Nominee Shareholder?

When appointing a nominee shareholder, certain information and documentation must be provided to ensure the arrangement is fully compliant, secure, and legally binding. Providing these details allows the nominee service to manage statutory requirements and protect your beneficial ownership.