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Nominee Director Agreement

Nominee Director Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Nominee Director Agreement

I need a Nominee Director Agreement for a Hong Kong trading company where ABC Corporate Services Limited will act as nominee director starting March 1, 2025; the agreement should include standard indemnification provisions and a pre-signed resignation letter.

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Document background
The Nominee Director Agreement is a crucial document used in Hong Kong corporate structures where a professional individual or entity agrees to act as a registered director on behalf of another party (the appointor). This arrangement is common in international business operations, corporate structuring, and investment holding scenarios. The agreement must comply with Hong Kong's Companies Ordinance, Anti-Money Laundering regulations, and corporate governance requirements. It typically includes detailed provisions for the nominee's duties, reporting obligations, indemnification, confidentiality, and termination procedures. The document is essential for establishing clear lines of authority, protecting both parties' interests, and ensuring regulatory compliance while maintaining the legitimate business purposes of the nominee directorship arrangement.
Suggested Sections

1. Parties: Identifies the Appointor (the person/entity appointing the nominee director) and the Nominee (the person agreeing to act as nominee director)

2. Background: Sets out the context of the agreement, including details of the Company for which nominee directorship is required

3. Definitions: Defines key terms used throughout the agreement including 'Company', 'Services', 'Confidential Information', etc.

4. Appointment and Term: Details of the appointment as nominee director, commencement date, and duration of the arrangement

5. Duties and Responsibilities: Outlines the specific duties of the nominee director, including attendance at meetings, signing documents, and maintaining records

6. Compliance Requirements: Specifies obligations to comply with relevant laws, regulations, and corporate governance requirements

7. Instructions and Authority: Establishes how the appointor will give instructions and the scope of the nominee's authority to act

8. Fees and Expenses: Details of compensation, payment terms, and reimbursement of expenses

9. Indemnification: Provisions for indemnifying the nominee director against liabilities arising from their role

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Circumstances and procedures for terminating the agreement

12. General Provisions: Standard clauses including governing law, notices, entire agreement, and amendments

Optional Sections

1. Multiple Appointors: Required when there are multiple parties appointing the nominee director, defining their respective rights and obligations

2. Special Industry Requirements: Additional provisions for regulated industries such as financial services or insurance

3. Power of Attorney: Specific powers granted to the nominee director to act on behalf of the appointor

4. Insurance: Requirements for professional indemnity or directors' and officers' insurance

5. Non-Competition: Restrictions on the nominee director's involvement with competing businesses

6. Succession Planning: Procedures for appointing replacement nominee directors

7. Dispute Resolution: Specific procedures for resolving disputes, including mediation or arbitration provisions

Suggested Schedules

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

2. Schedule 2: Services: Comprehensive list of services to be provided by the nominee director

3. Schedule 3: Fee Schedule: Detailed breakdown of fees, payment terms, and expense categories

4. Schedule 4: Compliance Checklist: List of regulatory requirements and compliance obligations

5. Schedule 5: Required Forms: Templates of forms and documents required for the nominee directorship

6. Appendix A: Instructions Protocol: Procedures for giving and receiving instructions between appointor and nominee

7. Appendix B: Resignation Letter: Pre-signed resignation letter to be held in escrow

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
Relevant legal definitions
Agreement
Affiliate
Appointor
Applicable Laws
Board
Business Day
Company
Company Secretary
Confidential Information
Corporate Records
Directors' Resolutions
Effective Date
Encumbrance
Force Majeure Event
Group
Hong Kong
Indemnified Person
Instructions
Liabilities
Nominee
Nominee Services
Notice
Parties
Register of Directors
Related Person
Regulatory Authority
Resignation Letter
Services
Service Fee
Signing Authority
Subsidiary
Term
Termination Date
Transaction Documents
Ultimate Beneficial Owner
Relevant Industries

Corporate Services

Financial Services

International Trade

Investment Holdings

Real Estate

Professional Services

Manufacturing

Trading

Technology

Retail

Consulting

Relevant Teams

Legal

Corporate Services

Compliance

Corporate Governance

Risk Management

Board Secretariat

Trust Administration

Corporate Structure

Relevant Roles

Corporate Services Director

Legal Counsel

Company Secretary

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

Risk Manager

Professional Nominee Director

Trust Administrator

Legal Director

Corporate Structure Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and directors' duties in Hong Kong. Particularly relevant sections include directors' fiduciary duties, responsibilities, qualifications, and obligations.
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615): Regulates nominee director arrangements to prevent money laundering and requires due diligence and reporting of suspicious transactions.
Securities and Futures Ordinance (Cap. 571): Relevant for nominee directors of listed companies or companies dealing with securities, including disclosure requirements and insider dealing provisions.
Contract Law of Hong Kong: Based on common law principles, governs the contractual relationship between the nominee director and the appointing party.
Corporate Governance Code (HKEX): Contains principles and practices for good corporate governance, including guidelines for director conduct and board responsibilities.
Companies (Directors' Report) Regulation (Cap. 622D): Specifies requirements for directors' reports and disclosures, which nominee directors must comply with.
Business Registration Ordinance (Cap. 310): Requires registration of business details including directorship information and changes thereof.
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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