Handing over the direction of a company to someone else for the duration of a trade fair is common practice and fully legal, provided it is properly structured. It's a question our clients often ask us, and a fair one to ask. Here is, simply, what separates genuine temporary directorship from an arrangement to avoid — in France and across the rest of Europe where we operate.
In most European countries, the law distinguishes the formally appointed director — registered with the commercial registry, accountable for the company — from the rarer situation where an undisclosed person actually makes every decision behind the scenes. The law simply ensures that whoever genuinely directs a company also carries the responsibility for it: a common-sense principle that protects third parties (banks, authorities) as much as the director.
That is exactly the principle our offer is built on: the Tyche director who takes charge of your project company is the one who genuinely directs it — appointed, registered, accountable. Nothing is hidden from anyone, which is the best protection both for you and for us.
An arrangement only becomes problematic when it is used to conceal the true decision-maker from authorities or third parties — for instance to obtain financing improperly. As long as governance is documented, the register of ultimate beneficial owners reflects economic reality, and everyone holds the role they genuinely occupy, there simply is no issue. That systematic transparency is how we work.
This distinction isn't specific to France: it appears, under different names, across the major European legal traditions.
| Country / area | Equivalent concept |
|---|---|
| France | Dirigeant de fait (settled case law of the Cour de cassation) |
| United Kingdom, Ireland | Shadow director / de facto director (Companies Act 2006, s. 251) |
| Germany, Austria | Faktischer Geschäftsführer |
| Spain | Administrador de hecho |
| Italy | Amministratore di fatto (art. 2639 of the Civil Code) |
| Rest of the EU / EEA | Equivalent national doctrines, on the same logic |
In addition, the obligation to declare the ultimate beneficial owner (UBO) in the national register is harmonised across Europe through successive anti-money-laundering directives: whichever country your project company is set up in, the transparency principle we apply is the same everywhere.
Let's take each criterion courts use to identify a fraudulent arrangement, and see how our practice stands in direct contrast.
The Tyche director is the real, declared signatory on the company's accounts — there is no front signatory masking an undisclosed decision-maker.
The Tyche director is simultaneously director in law (appointed, registered) and director in fact (actually performing the role) — the split that characterises a nominee scheme does not exist.
The register of ultimate beneficial owners reflects economic reality: you are declared as beneficial owner for your economic interest, with nothing concealed from the authorities.
The scope, duration and decision rights of the director are formalised in writing from day one — nothing is implicit, nothing is hidden from third parties (banks, authorities, counterparties).
Every structuring decision is recorded in a dated, retained minute or report — the exact opposite of shadow management, which by definition leaves no trace.
The company is created for an actual, identified project — a trade fair, exhibition, or event — not to mask an activity, a financial flow, or an identity.
We formalise in writing the exact scope of the mission, its expected duration, and which decisions will always require your sign-off.
The Tyche director is appointed by shareholders' resolution and registered with the commercial registry as director in law — no hidden role, everything is on record.
The register of ultimate beneficial owners records your identity for the real economic control of the structure, in line with anti-money-laundering obligations.
You receive periodic activity reports; structuring decisions (significant financial commitments, major contracts) are always validated with you and recorded in writing.
At the end of the project, the company is liquidated or transferred per your instructions, with the same standard of traceability as at incorporation.
No. The mandate precisely defines which decisions require your sign-off. The Tyche director handles day-to-day governance, but strategic direction and significant commitments are decided with you and documented.
The Tyche director, genuinely acting as director in law and in fact, carries liability for the company's day-to-day governance — the exact opposite of an arrangement where liability would be shifted onto a powerless nominee.
The register of ultimate beneficial owners distinguishes the director role (Tyche) from the economic beneficial owner (you, where you hold real control over funds or capital). Both are declared accurately — that transparency is exactly what rules out any concealment.
The mandate sets out early-exit conditions: share transfer, change of director, or handover of the structure. Nothing is locked in unilaterally.
Yes. We always coordinate with your usual advisors, or can bring in our own network if needed.
We'll walk you through exactly how governance would be structured and documented for your project.
This article presents general principles of company law for educational purposes and does not constitute individualised legal advice. How an arrangement is characterised always depends on the precise facts of each case. We recommend having the chosen structure validated by a lawyer or accountant for your situation. See also our temporary company directorship offer →