Nominee directors in the UK: rules, risks and ECCTA

A nominee director is someone appointed to a company board to act on behalf of another person, such as an investor, a parent company or an overseas owner. UK law does not recognise nominees as a separate type of director, so a nominee carries the same duties and personal liability as anyone else on the board. Since the Economic Crime and Corporate Transparency Act 2023 (ECCTA) brought in identity checks, a nominee must also verify their identity with Companies House.

What is a nominee director?

A nominee director is a director who sits on the board because someone else put them there. Common examples are:

• an investor’s representative on a start-up board
• a director appointed by a parent company to a subsidiary
• a local resident director for an owner based abroad
• a director supplied by a corporate service provider

The Companies Act 2006 treats all of them as ordinary directors. Their name, service address and appointment date appear on the public register like any other director. Nothing on the register shows that they are a nominee.

Does a nominee director have the same duties?

Yes. A nominee owes every general duty in sections 171 to 177 of the Companies Act 2006 to the company itself, not to the person who appointed them.

The key duty for nominees is section 173: “A director of a company must exercise independent judgment.” The duty is not broken where the director acts under a properly made company agreement or in a way the articles allow. A nominee can take account of the appointer’s views, but must still decide what promotes the success of the company.

Our guide to directors’ responsibilities in the UK covers the full list of duties.

Do nominee directors need to verify their identity?

Yes. Identity verification became a legal requirement on 18 November 2025, and it applies to every individual director. Companies House guidance, last updated 1 June 2026, sets the deadlines.

A company cannot file its confirmation statement until all its directors are verified. You can verify free online with Companies House, or through an authorised corporate service provider. See how to verify your identity with Companies House for the steps.

What happens if a director is not verified?

Acting as a director without verifying is an offence, and the company and its other directors may also commit an offence. Enforcement has started.

On 16 September 2026, City of London Magistrates’ Court convicted three directors in the first Insolvency Service prosecutions:

Each also paid £85 costs and a victim surcharge, and all three were convicted over late confirmation statements. The Dillon case matters for nominees: you can be liable for a fellow director’s failure to verify.

What about corporate directors?

A company must have at least one director who is a natural person, under section 155 of the Companies Act 2006. Section 156A says a director must be a natural person, but legislation.gov.uk shows it was brought in only “for specified purposes” in March 2024, and the general ban has not been confirmed as in force.

Companies House says identity verification for corporate directors will be introduced at a later date. Until then, check the current position before relying on a corporate director structure.

What are the risks for the person behind a nominee?

The person giving the instructions can take on legal liability too. There are three main routes.

1. Shadow director. Under section 251, a person whose directions the directors are “accustomed to act” on is a shadow director. Professional advice does not count, and a parent company is excluded for some purposes.
2. Disqualification. Under section 8ZA of the Company Directors Disqualification Act 1986, the court can disqualify a person who instructed an unfit director for between 2 and 15 years.
3. Person with significant control. Someone who exercises significant influence or control over a company may need to be on the PSC register. See the PSC register explained.

Can a nominee hide the real owner?

No. ECCTA strengthened the offence of giving false information to Companies House. Under section 1112 of the Companies Act 2006, delivering a document or statement that is misleading, false or deceptive in a material particular, without reasonable excuse, is an offence. Doing so knowingly is the aggravated offence in section 1112A, with up to two years in prison, a fine, or both.

Which applies to you?

• If you are asked to be a nominee, treat it as a full directorship: read the accounts, attend board meetings and verify your identity.
• If you appoint a nominee, expect that your instructions could make you a shadow director or a PSC.
• If you are a “resident director” for hire, you face the same personal risk as an active director, including the offences above.
• If you are an investor director, check your shareholders’ agreement allows you to share information with the investor.

What to do now

1. Check every director, nominee or not, has a Companies House personal code.
2. Review any nominee agreement for clauses that tell the director how to vote.
3. Confirm the PSC register names the real controllers.
4. Get legal advice before agreeing to an indemnity in place of real control.

Frequently asked questions

Is a nominee director legal in the UK?

Yes. Appointing a nominee is lawful, but the nominee has the full duties of a director and must verify their identity with Companies House.

Can a nominee director just follow instructions?

No. Section 173 of the Companies Act 2006 requires every director to exercise independent judgment, unless they act under a properly made company agreement or the articles.

Does a nominee director have to verify their identity?

Yes. New directors must verify before appointment, and existing directors must give their personal code with the next confirmation statement.

Can the person who appoints a nominee be liable?

Yes. They can be a shadow director under section 251, and the court can disqualify them for 2 to 15 years if they instructed an unfit director.

Does the public register show that a director is a nominee?

No. Companies House lists a nominee like any other director, with no flag showing who appointed them.