Nominee Director Agreement Template for Indonesia

This document establishes the legal relationship between a company and a nominee director in Indonesia, outlining the terms and conditions of the nominee directorship arrangement. It complies with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including beneficial ownership disclosure requirements. The agreement details the nominee director's duties, responsibilities, indemnification provisions, and compliance obligations under Indonesian law, while ensuring transparency in corporate governance and protecting both parties' interests.

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What is a Nominee Director Agreement?

The Nominee Director Agreement is essential for businesses operating in Indonesia where nominee arrangements are required or beneficial for corporate structuring purposes. This document is particularly relevant when companies need to comply with local directorship requirements or when establishing a business presence in Indonesia. The agreement must carefully balance the practical needs of business operations with compliance requirements under Indonesian Company Law, investment regulations, and beneficial ownership disclosure rules. A well-drafted Nominee Director Agreement should address key aspects such as statutory compliance, corporate governance, risk management, and clear delineation of responsibilities while ensuring transparency in accordance with Indonesian regulatory requirements.

What sections should be included in a Nominee Director Agreement?

1. Parties: Identification of the appointing company and the nominee director

2. Background: Context of the appointment, including the company's structure and reason for requiring a nominee director

3. Definitions: Key terms used throughout the agreement including 'Services', 'Appointment Period', 'Beneficial Owner', etc.

4. Appointment and Term: Terms of appointment, duration, and renewal conditions

5. Duties and Responsibilities: Detailed outline of the nominee director's roles, including statutory duties and specific responsibilities

6. Compliance Requirements: Obligations to comply with Indonesian law, company regulations, and corporate governance requirements

7. Remuneration: Fee structure, payment terms, and expenses

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

9. Confidentiality: Obligations regarding company information and trade secrets

10. Termination: Conditions and procedures for ending the agreement

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

What sections are optional to include in a Nominee Director Agreement?

1. Power of Attorney: Required when the nominee director needs to delegate certain powers to other parties

2. Non-Competition: Include when the nominee director works with multiple companies to prevent conflicts of interest

3. Insurance: Include when specific insurance requirements are needed for the nominee director

4. Anti-Money Laundering Compliance: Include for high-risk industries or when required by specific regulations

5. Foreign Investment Provisions: Include when the arrangement involves foreign investment or ownership

What schedules should be included in a Nominee Director Agreement?

1. Services Schedule: Detailed list of services to be provided by the nominee director

2. Fee Schedule: Breakdown of fees, payment terms, and expense categories

3. Company Information: Details of the company, including registration number, address, and business activities

4. Beneficial Ownership Declaration: Declaration of the true beneficial owner(s) of the company

5. Compliance Checklist: List of regulatory requirements and compliance obligations

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

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Director Agreement

Cost

Free to use

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