Otonomos offers nominee positions for all entities. Nominee positions are generally use to create an extra layer of anonymity between the owners and the entity.

Role of the Nominee

• Holds positions such as director, shareholder, or other formal titles.
• Represents the beneficial owner's interests.
• Acts as a custodian or placeholder without exercising rights or powers associated with the position.

Purpose

• Ensures the nominee's name appears on official company documents while the beneficial owner retains 100% control and responsibility.
• Provides confidentiality for the beneficial owner on the official company documents

Analogy

Nominees can be likened to a "VPN" for the company—visible on the surface but without having any control over the entity

Type of Nominee Positions:

Limited Companies:

Nominee Director
Nominee Shareholder

LLCs:

Nominee Manager
Nominee Member

Foundations:

Nominee Director
Nominee Supervisor Nominee Founder (Panama Foundation)

The most used Nominee position is the Nominee Director, this is because directors are often found in public company registers and the director has the most responsibility.

Limitations of Nominee Positions

Ultimate Beneficial Owner (UBO):
A nominee can never be considered the UBO of an entity. This means that it is not possible to add a Nominee UBO to an entity. The UBO individual must always be identified and provided by the client.

Liability:
Nominees are not liable for fines or penalties arising from the company’s failure to meet regulatory obligations.

How the Nominee positions work

Otonomos uses one of their entities as the Nominee in your entity. Unless otherwise stated the nominee position will always be a corporate body. For instance, a Director position will be filled by an entity that is owned and managed by Otonomos.

The nominee will have no decision making authority at all in your entity. This means it only acts on instructions from the owners of the entity. To ensure the obligations and restrictions of the nominee, there will be a nominee agreement in place that needs to be signed at the moment your company is live.

Document Signing

Part of the obligations of a Nominee Director is signing agreements. Otonomos offers document signing services as part of the Nominee Director position.

For signing documents it is important to follow the right procedure, this procedure ensures that we only sign documents that you want us to sign and prevent Otonomos from filling out the wrong details.

Otonomos provides Nominee Director positions for the entities that opt for the annual service. The Nominee Director service must be active to execute on any signature requests.

The Nominee Director can be instructed to sign documents on behalf of the company like SAFTs and agreements with third parties.

We understand that some signature requests have urgency and we therefore want to ensure we can provide a quick turn around of 1-2 business days of receiving the request. Please review the signature guidelines below to ensure no delays with signing:

1. Signature request must be sent via electronic signature (i.e. DocuSign) to [email protected]
2. The signature request sender must be directly from our client, no third parties. We verify the emails registered on our system for security purposes.
3. All fields on the document are pre-filled, the Nominee Director will only sign and date as instructed
4. The counter party has signed prior to our Nominee Director to avoid any alterations to the document after we sign

Note: If a local director is involved, please contact [email protected] prior to sending the signature request. As one more party will be involved, we will need to coordinate to ensure a streamlined process.

Please be advised for signature requests that do not meet the above guidelines. The document will not be signed and declined. The Nominee Team will follow up for any amendments that need to be made in order to execute or if they require further clarification.

Please note that the standard package consists of 10 signatures per month. If additional signatures are required they can be ordered in batches of 10.

Service Provider Onboarding

When onboarding with service providers ie. Market Makers, Launch Pads, Exchanges, it is often required for the Nominee to provide KYC documents as well. As we want to be careful with sharing these documents it is required for Otonomos to process the onboarding and provide the documents.