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Nominee Director Agreement Template for England and Wales

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for my UK-based fintech startup, where we're appointing a professional corporate services firm to provide nominee director services across our European subsidiaries, with the agreement to commence from March 2025."

Document background
The Nominee Director Agreement is essential when companies require professional directors to fulfill statutory requirements or maintain corporate presence in specific jurisdictions. This agreement, governed by English and Welsh law, defines the relationship between the appointing company and the nominee director, ensuring clear understanding of roles, responsibilities, and legal obligations. It addresses key aspects such as fiduciary duties, decision-making authority, liability protection, and compliance with regulatory requirements. The document is particularly crucial for international businesses, offshore structures, and situations requiring professional directorship services.
Suggested Sections

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

2. Background: Context of the appointment and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment and duration

5. Duties and Responsibilities: Specific obligations of the nominee director including statutory duties under Companies Act 2006

6. Remuneration: Payment terms and compensation details

7. Indemnification: Protection and liability coverage provisions

8. Termination: Circumstances and procedures for ending the agreement

Optional Sections

1. Insurance: Directors and Officers (D&O) insurance requirements and coverage details

2. Non-Competition: Restrictions on competing activities and protection of business interests

3. Power of Attorney: Specific powers granted to the nominee director for acting on behalf of the company

Suggested Schedules

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

2. Schedule 2: Fee Schedule: Detailed breakdown of fees and payment terms

3. Schedule 3: Company Information: Details of the company and its operations

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing director duties (Sections 171-177), including conflicts of interest provisions, disclosure requirements, and director's responsibilities and liabilities

Financial Services and Markets Act 2000: Covers regulatory requirements for companies in regulated sectors and authorization requirements for directors

Corporate Governance Code: Sets out best practices for director conduct and board responsibilities in UK companies

Money Laundering Regulations 2017: Establishes due diligence requirements and reporting obligations for directors to prevent money laundering

Bribery Act 2010: Details anti-corruption provisions and corporate hospitality rules that directors must comply with

Data Protection Act 2018 and UK GDPR: Outlines requirements for handling personal data and maintaining confidentiality in director roles

Small Business, Enterprise and Employment Act 2015: Covers transparency requirements and maintenance of Register of People with Significant Control

Criminal Finances Act 2017: Addresses tax evasion prevention and related due diligence requirements for directors

Common Law Principles: Encompasses fiduciary duties, agency relationships, and confidentiality obligations established through case law

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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