There’s a recurring fairy tale in the offshore world:
It’s the perfect sales pitch for anyone who wants your money and your company. You get “privacy,” they get legal control. And in corporate law, control isn’t about who really paid for the company or who calls the shots in WhatsApp chats. Control comes from form: from the names on the share register, from the corporate filings, from the board resolutions.
The term Ultimate Beneficial Owner (UBO) isn’t a magic shield. It’s not a legal office. It’s a regulatory concept from AML/KYC rules. Being the UBO doesn’t give you the right to sign contracts, vote at shareholder meetings, or fire directors. Unless you are the registered shareholder or appointed director, or you hold an enforceable power of attorney, you’re invisible in law.
Further, today, in many jurisdictions, UBO registers are public. Meaning that if you’re trying to achieve privacy, you’d have to go one step further and have a nominee listed as the UBO. Which is pure madness, because that nominee wouldn’t just hold formal control as shareholder or director, they’d also be recognised by law and regulators as the beneficial owner. At that point, you’ve erased yourself completely from the legal map.
And if your nominee decides to help themselves? Good luck.
A Brazilian businessman, Mr. Byington, used an associate as an intermediary to instruct a nominee director provided by Citco. That associate gave the nominee director instructions to sell a valuable property, without the UBO’s consent.
When the UBO found out and sued, the Privy Council said:
The Duomatic principle says that unanimous shareholder consent, given informally, can bind the company. But only legal shareholders count. Your “beneficial ownership” is irrelevant if your name isn’t in the register.
3. Royal British Bank v Turquand (1856) 6 E&B 327
Third parties can rely on the apparent authority of company officers, without checking whether internal rules were followed. Translation: if your nominee looks like they have the authority, their actions bind the company, even if they were stabbing you in the back.
If you want total safety, the only nominee you can trust is your imaginary friend. They don’t forge signatures, they don’t get bribed, and they don’t run off with your company.
Otherwise, you’re just one signature away from losing everything.
It’s the perfect sales pitch for anyone who wants your money and your company. You get “privacy,” they get legal control. And in corporate law, control isn’t about who really paid for the company or who calls the shots in WhatsApp chats. Control comes from form: from the names on the share register, from the corporate filings, from the board resolutions.
The term Ultimate Beneficial Owner (UBO) isn’t a magic shield. It’s not a legal office. It’s a regulatory concept from AML/KYC rules. Being the UBO doesn’t give you the right to sign contracts, vote at shareholder meetings, or fire directors. Unless you are the registered shareholder or appointed director, or you hold an enforceable power of attorney, you’re invisible in law.
Further, today, in many jurisdictions, UBO registers are public. Meaning that if you’re trying to achieve privacy, you’d have to go one step further and have a nominee listed as the UBO. Which is pure madness, because that nominee wouldn’t just hold formal control as shareholder or director, they’d also be recognised by law and regulators as the beneficial owner. At that point, you’ve erased yourself completely from the legal map.
And if your nominee decides to help themselves? Good luck.
The case law says it all
1. Ciban Management Corporation v Citco (BVI) Ltd [2020] UKPC 21
A Brazilian businessman, Mr. Byington, used an associate as an intermediary to instruct a nominee director provided by Citco. That associate gave the nominee director instructions to sell a valuable property, without the UBO’s consent.
When the UBO found out and sued, the Privy Council said:
- You chose to operate through someone else.
- You stayed in the shadows.
- The nominee acted in good faith on the apparent authority you created.
2. Re Duomatic Ltd [1969] 2 Ch 365
The Duomatic principle says that unanimous shareholder consent, given informally, can bind the company. But only legal shareholders count. Your “beneficial ownership” is irrelevant if your name isn’t in the register.
3. Royal British Bank v Turquand (1856) 6 E&B 327
Third parties can rely on the apparent authority of company officers, without checking whether internal rules were followed. Translation: if your nominee looks like they have the authority, their actions bind the company, even if they were stabbing you in the back.
The brutal truth
- A declaration of trust is just a private agreement. In many jurisdictions, nominees can ignore it and dare you to sue, often in a court where they hold the formal title, and you’re a foreigner with no standing.
- Unless you have absolute documentary control (POAs, signed undated resignations, enforceable loan agreements, and ideally security over the shares), you are betting your company on someone else’s goodwill.
- If the nominee turns rogue, the law will almost always back them, because they are the company in law. You’re just a whisper in the background.
- And if you’re insane enough to list a nominee as the registered UBO to dodge a public register, you’re not just betting the company, you’re betting your entire legal existence on someone else’s honesty.
If you want total safety, the only nominee you can trust is your imaginary friend. They don’t forge signatures, they don’t get bribed, and they don’t run off with your company.
Otherwise, you’re just one signature away from losing everything.
