Nominee Director Contract Template for Belgium

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Key Requirements PROMPT example:

Nominee Director Contract

"I need a Nominee Director Contract under Belgian law for appointing a local director to represent our UK-based technology company's new Belgian subsidiary, starting March 1, 2025, with standard indemnification and compliance provisions."

Document background
The Nominee Director Contract is a crucial legal document used when a company requires a professional to serve as a director while acting on behalf of another party's interests. This arrangement is common in international business structures, corporate group arrangements, and situations requiring local representation in Belgium. The contract, governed by Belgian law, must comply with the Belgian Companies and Associations Code and related regulations. It typically includes detailed provisions on director duties, liability protection, compliance requirements, and termination procedures. The document is particularly important for ensuring proper corporate governance, maintaining legal compliance, and protecting both the appointing company's interests and the nominee director's professional position. Special attention is paid to anti-money laundering requirements, beneficial ownership disclosure, and corporate transparency obligations under Belgian law.
Suggested Sections

1. Parties: Identification of the appointing company and the nominee director, including full legal names, addresses, and registration details

2. Background: Context of the appointment, including the company's need for a nominee director and general purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Board', 'Confidential Information', and other relevant definitions

4. Appointment and Term: Formal appointment of the nominee director, duration of the appointment, and renewal terms

5. Scope of Services: Detailed description of the nominee director's roles, responsibilities, and expected services

6. Duties and Obligations: Specific duties under Belgian law, including fiduciary duties, duty of care, and compliance requirements

7. Remuneration: Fee structure, payment terms, and expense reimbursement policies

8. Indemnification: Protection and indemnification provisions for the nominee director

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Compliance: Obligations to comply with relevant laws, regulations, and corporate governance requirements

11. Termination: Circumstances and procedures for terminating the agreement

12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

Optional Sections

1. Insurance: Details of Directors and Officers (D&O) insurance coverage, used when specific insurance arrangements are required

2. Non-Competition: Restrictions on competing activities, included when the nominee director has access to sensitive business information

3. Power of Attorney: Specific powers granted to the nominee director, included when additional authority is required

4. Corporate Group Structure: Details of related companies and subsidiaries, included for complex corporate structures

5. Anti-Money Laundering Provisions: Specific AML obligations and procedures, included for high-risk or regulated sectors

6. Force Majeure: Provisions for unforeseen circumstances, included when specifically requested or in high-risk situations

Suggested Schedules

1. Schedule 1 - Service Details: Detailed breakdown of specific services and responsibilities

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

3. Schedule 3 - Company Information: Detailed information about the company, its business, and corporate structure

4. Schedule 4 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the role

5. Appendix A - Board Resolution: Copy of the board resolution appointing the nominee director

6. Appendix B - Declaration of Interests: Standard form for declaring potential conflicts of interest

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

International Trade

Corporate Services

Investment Management

Real Estate

Professional Services

Manufacturing

Technology

Holding Companies

Maritime and Shipping

Private Equity

Family Offices

Relevant Teams

Legal

Compliance

Corporate Governance

Risk Management

Corporate Affairs

Board of Directors

Executive Management

Corporate Services

International Operations

Company Secretariat

Relevant Roles

Corporate Director

Managing Director

Board Member

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Officer

Risk Manager

Corporate Services Manager

Business Development Director

International Operations Director

Chief Executive Officer

Chief Legal Officer

Corporate Affairs Director

Industries
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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