The Nominee Director Contract is a crucial legal document used in Hong Kong corporate structures where a professional individual or entity is appointed to serve as a director on behalf of another party. This arrangement is common in international business operations, offshore structures, and situations requiring local directorship representation. The contract ensures compliance with Hong Kong Companies Ordinance requirements while protecting both the appointing company's interests and the nominee director's position. It typically includes detailed provisions for instruction protocols, liability protection, compliance obligations, and service terms. The document is particularly important in Hong Kong's business environment, where nominee directorships are frequently used in corporate structures while maintaining strict regulatory compliance.
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1. Parties: Identification of the appointing company and the 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, duration, and renewal conditions
5. Duties and Responsibilities: Core duties as a director and specific nominee obligations
6. Remuneration and Benefits: Compensation structure, fees, and additional benefits
7. Indemnification: Protection and indemnity provisions for the nominee director
8. Instructions and Authority: Process for receiving and acting on instructions from the appointing party
9. Compliance Requirements: Obligations to comply with relevant laws and regulations
10. Confidentiality: Non-disclosure obligations and handling of sensitive information
11. Termination: Circumstances and procedures for ending the agreement
12. Governing Law and Jurisdiction: Application of Hong Kong law and dispute resolution
13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Insurance: Details of directors' and officers' liability insurance when provided
2. Non-Competition: Restrictions on competing activities when required for sensitive industries
3. Multiple Directorships: Provisions for handling other directorship roles when applicable
4. Power of Attorney: Specific powers granted to the nominee director if required
5. Corporate Group Provisions: Additional terms for nominee directors serving multiple group companies
6. Special Industry Requirements: Additional provisions for regulated industries like financial services
7. Emergency Provisions: Procedures for handling emergency situations or urgent decisions
1. Schedule 1: Fee Schedule: Detailed breakdown of all fees, expenses, and payment terms
2. Schedule 2: Company Information: Details of the company, including registration number and registered office
3. Schedule 3: Scope of Services: Detailed list of specific services and responsibilities
4. Schedule 4: Reporting Requirements: Format and frequency of reports required from the nominee director
5. Schedule 5: Authorized Representatives: List of persons authorized to give instructions to the nominee director
6. Appendix A: Compliance Checklist: Checklist of regulatory requirements and compliance obligations
7. Appendix B: Power of Attorney Template: Standard form of power of attorney if required
8. Appendix C: Declaration of Trust: Declaration confirming the nominee relationship if required
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