Director and officer roles

Who holds which role in a small company.

A small foreign company may start with the founder in every seat: director, shareholder, signatory, contact person. The decision is whether that is still the right shape, or whether roles should be split to give continuity, separation of duties or local presence. We map the roles as they work in practice and note where a local professional must confirm the legal position.

Role mapSeparationContinuityHandoff
Roles as a working design

A title on a register and a job in the company are different things

Officers exist in the register with legal duties set by local law. Inside the company the same people may do very different work, or nobody may do a task that the title suggests. The plan separates the legal role, which professionals confirm, from the working role, which the owner designs.

Which roles a company must have, who may hold them and what duties follow depend on the country and the entity type. We do not state those rules.

Roles we map

Roles we map

Director or board member

Who takes decisions for the company and who is named on the register.

Company secretary or equivalent, where the structure has one

Who keeps the records and handles formal notices.

Shareholder or owner

Who holds the company's value and can change who runs it.

Authorised signatory

Who can bind the company in contracts or with banks; covered in detail in the signing authority page.

Day-to-day manager

Who runs operations but may not hold any legal office.

Contact person

Who appears as the point of contact for providers and authorities.

Three ways a small company is staffed

Three ways a small company is staffed

Which shapes are available in your country is for a local professional.

Founder in every role

Fits: One-person business, low complexity. Questions to settle: Backup if the founder cannot act; whether the company works with no second person at all.

Founder plus a professional or local officer

Fits: Founder lives elsewhere or local presence is useful. Questions to settle: What the second person may decide and what stays with the founder.

Founder plus a manager or co-founder

Fits: Growing operations. Questions to settle: How decisions are split, and how a disagreement is resolved.

Step by step

Questions for the review

01

Who is registered in each role today?

Compare the register with the actual working roles.

02

Is anyone in a role they do not know about?

Roles accepted at setup and forgotten are worth checking.

03

What happens if one person leaves?

Check that replacing them does not stop the company.

04

What should be asked of a professional?

The plan lists the points to confirm with a local professional before changes.

The service

Operational Setup Assessment

Who it is for
Owners of a foreign company who need to know how to run it day to day
The problem it solves
Roles, signing authority, records and handovers are unclear, so operations depend on one person
What we need from you
  • entity and country
  • who does what today
  • existing tools and providers
How it works
  • intake questions
  • LATYNEX maps roles and routines
  • written plan
What you receive
A written operational plan for roles, signing authority, records and routine tasks of the entity
Included
  • roles and signing authority
  • records and retention routine
  • calendar of recurring tasks
  • handover notes
Not included
  • software development or automation (Digital)
  • accounting or filing services
  • legal advice
Timing
Confirmed when your request is accepted.
What LATYNEX does
  • map roles and routines
  • write the plan
  • refer automation to Digital where it applies
Price
Confirmed when your request is accepted.
Good to know

What this is, and isn't

This is business and structuring analysis, not legal, tax or investment advice. Where a legal or tax opinion is needed, we say so and point you to a licensed adviser.

FAQ

Frequently asked questions

Can you appoint a director for us?+

No. Appointing officers is a legal step handled through local providers or professionals, who are engaged separately.

Do directors have personal liability?+

Duties and liability depend on the country and the role. A local professional must answer that; we do not.

Is this a company law review?+

No. It is an operational plan of how roles work in practice.

Request

Tell us what you need.

No obligation. We read your request and reply with a straight answer.

Consulting

Get an independent view before you commit.

Describe your plan and your constraints. We reply with what we would look at first.

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