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Nominee Director Agreement

Nominee Director Agreement Template for Austria

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement under Austrian law for my tech startup's holding company, where the nominee director will be provided by a corporate services firm in Vienna, starting March 1, 2025, with special emphasis on protecting intellectual property and maintaining confidentiality."

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Document background
The Nominee Director Agreement is essential for businesses operating in Austria that require professional director services for their corporate structures. This document is particularly relevant when companies need to appoint a local director to comply with Austrian corporate requirements or when beneficial owners prefer to maintain privacy while ensuring proper corporate governance. The agreement carefully balances the interests of all parties involved, ensuring compliance with Austrian corporate law, anti-money laundering regulations, and tax requirements. It includes detailed provisions for director duties, decision-making processes, liability protection, and termination procedures, while maintaining transparency with regulatory authorities. The document is commonly used in international business structures, holding companies, and situations requiring local representation in Austria.
Suggested Sections

1. Parties: Identifies the appointing entity/shareholders (the 'Appointer') and the nominee director (the 'Director'), including full legal names and addresses

2. Background: Sets out the context of the appointment, including details of the company for which nominee director services will be provided

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Specifies the appointment of the nominee director, position title, and duration of the appointment

5. Duties and Responsibilities: Details the nominee director's duties, including statutory obligations under Austrian law and specific responsibilities to the appointer

6. Instructions and Decision Making: Establishes the process for receiving and acting on instructions from the appointer

7. Compliance Requirements: Outlines compliance obligations under Austrian law, including corporate governance and anti-money laundering requirements

8. Fees and Expenses: Details the compensation structure and reimbursement of expenses

9. Indemnification: Specifies the appointer's obligations to indemnify the nominee director for liabilities incurred in role performance

10. Confidentiality: Establishes confidentiality obligations regarding company information and the nominee arrangement

11. Termination: Sets out circumstances and procedures for terminating the agreement

12. Governing Law and Jurisdiction: Confirms Austrian law as governing law and specifies jurisdiction for dispute resolution

Optional Sections

1. Insurance: Required when specific insurance coverage needs to be maintained by either party

2. Power of Attorney: Include when the nominee director requires specific authorization to act on behalf of the appointer

3. Non-Competition: Added when the nominee director needs to be restricted from similar appointments with competitors

4. Tax Matters: Required when specific tax-related responsibilities need to be addressed

5. Alternate Director: Include when provisions for an alternate director are needed

6. Corporate Group Provisions: Required when the nominee director serves multiple companies within a corporate group

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the company, including registration number, registered office, and business activities

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense categories

3. Schedule 3 - Specific Duties and Authorities: Detailed list of specific duties, responsibilities, and authority limits

4. Schedule 4 - Reporting Requirements: Templates and schedules for required reports to the appointer

5. Appendix A - Compliance Checklist: Checklist of compliance requirements under Austrian law

6. Appendix B - Communication Protocol: Procedures for communication between appointer and nominee director

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Appointment
Term
Duties and Responsibilities
Authority and Powers
Instructions
Compliance
Fees and Expenses
Payment Terms
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Indemnification
Insurance
Non-Competition
Record Keeping
Reporting
Anti-Money Laundering
Corporate Governance
Decision Making
Board Meetings
Signing Authority
Power of Attorney
Conflict of Interest
Liability
Force Majeure
Assignment
Termination
Notice
Entire Agreement
Amendment
Severability
Counterparts
Governing Law
Dispute Resolution
Relevant Industries

Financial Services

Corporate Services

International Trade

Investment Management

Real Estate

Private Equity

Family Office

Manufacturing

Technology

Professional Services

Consulting

Holding Companies

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Risk Management

Corporate Services

Administrative Services

Executive Office

Company Secretariat

Regulatory Affairs

Relevant Roles

Corporate Director

Company Secretary

Legal Counsel

Compliance Officer

Board Member

Managing Director

Corporate Governance Officer

Risk Manager

Trust Administrator

Corporate Services Manager

Chief Legal Officer

Company Administrator

Board Secretary

Governance Director

Industries
Austrian Stock Corporation Act (Aktiengesetz): Governs the formation and operation of stock corporations, including provisions on board members' duties, responsibilities, and liabilities
Austrian Limited Liability Companies Act (GmbH-Gesetz): Regulates limited liability companies, including management requirements and directors' obligations
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): Contains general provisions on commercial operations, representation, and business management
Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch - ABGB): Provides the legal framework for contracts and general civil law obligations applicable to nominee relationships
Austrian Corporate Criminal Liability Act (Verbandsverantwortlichkeitsgesetz - VbVG): Establishes criminal liability for corporate entities and their decision-makers
Austrian Anti-Money Laundering Act (Finanzmarkt-Geldwäschegesetz - FM-GwG): Contains provisions regarding beneficial ownership disclosure and due diligence requirements for nominee arrangements
Austrian Federal Fiscal Code (Bundesabgabenordnung - BAO): Covers tax implications and reporting requirements for nominee relationships
Austrian Business Register Act (Firmenbuchgesetz - FBG): Regulates the registration requirements and public disclosure obligations for company directors
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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