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Nominee Director Contract Template for Hong Kong

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Key Requirements PROMPT example:

Nominee Director Contract

I need a Nominee Director Contract for appointing a professional director to our Hong Kong fintech startup, with specific provisions for regulatory compliance with SFC requirements and handling of sensitive customer data.

Document background
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.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 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

Corporate Services

Financial Services

International Trade

Professional Services

Investment Holdings

Real Estate

Manufacturing

Trading

Technology

Retail

Mining

Energy

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Risk Management

Executive Management

Corporate Services

Company Administration

Relevant Roles

Company Director

Corporate Secretary

Legal Counsel

Compliance Officer

Managing Director

Board Member

Corporate Services Manager

Chief Executive Officer

Chief Legal Officer

Company Formation Specialist

Corporate Governance Officer

Risk Management Officer

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

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