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Nominee Director Contract

Nominee Director Contract Template for Indonesia

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Key Requirements PROMPT example:

Nominee Director Contract

"I need a Nominee Director Contract for my Singapore-based technology company expanding into Indonesia, where we need to appoint a local nominee director starting March 1, 2025; the contract should emphasize compliance with Indonesian foreign investment regulations and include strict confidentiality provisions regarding our proprietary technology."

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Document background
The Nominee Director Contract is a crucial document in Indonesian business practice, particularly in contexts involving foreign investment or complex corporate structures. This agreement is essential when companies need to appoint a local director to comply with Indonesian regulations while maintaining effective control through the beneficial owner. The contract carefully balances the requirements of Indonesian Company Law, investment regulations, and practical business needs. It provides a framework for the nominee director's authority, protecting both the appointer's interests and the nominee's legal position. The document is particularly relevant in situations where foreign companies establish presence in Indonesia or when local companies require specific directorship arrangements for regulatory compliance. It includes comprehensive provisions for corporate governance, operational procedures, and risk management, while ensuring alignment with Indonesian legal requirements for director duties and responsibilities.
Suggested Sections

1. Parties: Identification of the Appointer (beneficial owner) and the Nominee Director

2. Background: Context of the appointment, including details of the company and purpose of the nominee arrangement

3. Definitions: Key terms used throughout the agreement, including 'Company', 'Appointer', 'Nominee Services', etc.

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

5. Duties and Responsibilities: Detailed description of the nominee director's duties, including compliance with local laws

6. Authority and Limitations: Scope of the nominee director's authority and specific restrictions

7. Instructions and Communications: Process for receiving and acting on instructions from the beneficial owner

8. Fees and Expenses: Compensation structure, payment terms, and reimbursement of expenses

9. Indemnification: Protection and indemnification of the nominee director for actions taken in good faith

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Circumstances and procedures for terminating the agreement

12. Post-Termination Obligations: Duties and responsibilities that survive termination

13. Governing Law and Jurisdiction: Application of Indonesian law and dispute resolution mechanisms

Optional Sections

1. Multiple Company Provisions: Required when the nominee director serves on multiple companies for the same appointer

2. Special Powers of Attorney: Include when specific additional powers need to be granted to the nominee director

3. Corporate Group Provisions: Needed when the arrangement involves a corporate group structure

4. Insurance Requirements: Details of required insurance coverage, if applicable

5. Anti-Money Laundering Compliance: Additional compliance requirements for high-risk sectors

6. Succession Planning: Procedures for replacement of the nominee director in specific circumstances

7. Digital Authorization Procedures: Required when digital signatures or online corporate actions are involved

Suggested Schedules

1. Schedule 1: Company Details: Full corporate information of the company/companies involved

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

3. Schedule 3: Authorized Actions: List of actions the nominee director can take without prior approval

4. Schedule 4: Restricted Actions: Actions requiring explicit approval from the appointer

5. Schedule 5: Reporting Requirements: Format and frequency of reports to be provided to the appointer

6. Schedule 6: Communication Protocols: Detailed procedures for routine and urgent communications

7. Schedule 7: Required Documentation: List of documents to be maintained and updated by the nominee director

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions








































Clauses








































Relevant Industries

Foreign Direct Investment

International Trade

Manufacturing

Technology and Software

Real Estate

Mining and Resources

Retail and Consumer Goods

Financial Services

Professional Services

Healthcare

Education

Construction

Hospitality and Tourism

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Management

Risk Management

Corporate Secretariat

International Business

Investment

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Board Director

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Investment Manager

Foreign Investment Advisor

Business Development Director

Company Secretary

Risk Management Officer

General Counsel

Operations 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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