At least one director must be resident in the EEA. Most US founders use a nominee for the first 12–18 months until a local hire joins the board.
Resident director requiredA local resident director.
Where the law requires one.
Four EU jurisdictions — Ireland, Luxembourg, Cyprus, Malta — require at least one resident-EU director on the board to incorporate. We become that director, with D&O cover, quarterly board presence, and a written independence test on file.
Four EU member states require a resident director.
Statutory law — not a checkbox we can toggle. If you incorporate here, you need one.
Effective management and centre of administration must be in Luxembourg — typically achieved by appointing a resident director or board member.
Substance requirementTax residency requires "management and control" in Cyprus — practically, a majority of resident directors and board meetings held in country.
Tax residencyRequired for the favourable 5% effective tax rate via the imputation system — needs management and control exercised in Malta.
Tax structureA real director. Not a name on paper.
Six things ship with every nominee engagement, regardless of jurisdiction.
Named officer of record
A real, qualified resident director listed on the company register. Not a shell. Filed with the local registry the same week.
D&O cover, included
€2M aggregate Directors & Officers liability cover, written under the company's policy at no extra cost.
Quarterly board presence
Attendance at quarterly board meetings, signed minutes filed with the company. Ad-hoc resolution turnaround in 48 hours.
Independence test
Written independence assessment on file — for tax, audit, and substance defence. Updated annually.
Statutory filings
Director's section of annual returns, change-of-officer notifications, and any statutorily required disclosures handled.
Smooth handoff
When you hire a real local director, we step off the board cleanly with all filings done — no exit fee, no friction.
Three reasons companies buy this.
Statutory incorporation requirement
You're forming an Irish LTD, a Luxembourg S.à r.l., a Cypriot LTD, or a Maltese LTD. The law requires a resident director on the board. We become that director until you have a local hire who can take the seat.
Tax substance & residency
You're targeting Maltese 5% effective tax or Cypriot tax residency — both require "management and control" exercised locally, which means a real director on the ground signing things.
Bridge to local hire
You'll hire a local director eventually — but not in week one. We hold the seat while you recruit, with a clean exit when your hire joins the board.
One flat fee. Per company.
Same monthly rate across all four jurisdictions. No board-meeting upcharges, no per-resolution fees, no hidden insurance line. Cancel any time after the 12-month statutory minimum.
- Named resident director
- €2M D&O cover included
- Quarterly board attendance
- Statutory filings handled
- Annual independence test
- 48h ad-hoc resolution turnaround
- Apostille & notarisation
- Clean exit on local hire
Before you appoint.
Questions we get on almost every nominee director conversation. Anything else, ask in the demo notes.
Is this a real, qualified director or just a name on paper?
Real. Each nominee is a qualified professional director with a current PRSI / tax number in the relevant jurisdiction, a clean disqualification record, and active D&O cover. They sign actual board resolutions and attend actual board meetings.
Why do these four jurisdictions require it?
Either statutory law (Ireland Companies Act §137 requires an EEA-resident director) or tax-substance rules (Luxembourg, Cyprus, Malta require "management & control" exercised in country). It's not optional — it's how you legally exist as a company there.
What about Germany or France?
Germany and France don't require resident directors. We don't offer nominees there because you don't need one. If you're forming a GmbH or SAS, save the $349/month.
Does the nominee actually attend board meetings?
Yes — quarterly board meetings, in person or by video, with signed minutes filed. For ad-hoc resolutions outside the quarterly cycle, the nominee turns around in 48 hours.
What's the D&O cover situation?
€2M aggregate cover written under the company's policy at no extra cost. Sits alongside any D&O the company already carries; no exclusions for our nominee's role.
How fast can we get someone on the board?
Same week. The appointment doc gets filed with the local registry within 48 business hours of the contract — your company is compliant with the resident-director rule by the next board meeting.
What happens when we hire a local director?
Clean exit. We file the resignation, hand off the role to your hire, and refund any unused months on the engagement. No exit fee, no friction.
Ready for day one.
Join the waitlist and we'll onboard you ahead of launch — with locked-in early-access pricing ($349/month), priority placement in your jurisdiction, and same-week appointment.
We'll only email you when Nominee Director goes live. No drip campaigns.