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Nominee Director Agreement Template for Ireland

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for an Irish FinTech startup, with enhanced compliance provisions for financial services and specific clauses about regulatory reporting to the Central Bank of Ireland, to be effective from March 1, 2025."

Document background
The Nominee Director Agreement is essential for businesses requiring professional director services in Ireland, particularly in situations involving international corporate structures, special purpose vehicles, or where local directorship is required for regulatory compliance. This document is commonly used when companies need to establish or maintain a corporate presence in Ireland while ensuring proper governance and compliance with local regulations. The agreement carefully balances the nominee director's independent statutory obligations under Irish law with their duty to act in accordance with the appointing party's instructions. It includes comprehensive provisions addressing anti-money laundering requirements, beneficial ownership reporting, and corporate governance standards as required by Irish legislation, particularly the Companies Act 2014 and related regulatory frameworks. The document is crucial for protecting both the nominee director and the appointing party by clearly defining roles, responsibilities, and liability limitations.
Suggested Sections

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

2. Background: Context of the appointment, including the company for which the nominee directorship is required

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

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

5. Duties and Responsibilities: Core responsibilities of the nominee director, including statutory duties under Companies Act 2014

6. Authority and Instructions: Scope of authority and process for receiving/acting on instructions from the appointing party

7. Compliance Requirements: Obligations regarding legal compliance, especially AML and beneficial ownership regulations

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

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

10. Termination: Circumstances and process for terminating the agreement

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Insurance: Requirements for professional indemnity insurance - include when the nominee director is expected to maintain specific insurance coverage

2. Regulatory Compliance: Additional provisions for regulated entities - include when the company operates in a regulated sector

3. Power of Attorney: Provisions regarding power of attorney arrangements - include when the nominee director needs specific authorization to act

4. Non-Competition: Restrictions on competing activities - include when exclusivity is required

5. Succession Planning: Provisions for replacement of the nominee director - include for long-term arrangements

6. Dispute Resolution: Detailed dispute resolution procedures - include for international arrangements or high-value appointments

Suggested Schedules

1. Schedule 1 - Services: Detailed description of the nominee director services to be provided

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense categories

3. Schedule 3 - Company Information: Details of the company(ies) for which nominee directorship is provided

4. Schedule 4 - Compliance Requirements: Specific compliance obligations and procedures

5. Appendix A - Power of Attorney: Form of power of attorney (if applicable)

6. Appendix B - Declaration of Trust: Declaration confirming the nominee arrangement (if required)

Authors

Alex Denne

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

Relevant legal definitions






























Clauses




























Relevant Industries

Financial Services

International Trade

Corporate Services

Investment Holdings

Real Estate

Professional Services

Asset Management

Private Equity

Technology

Manufacturing

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Corporate Services

Company Secretariat

Risk Management

Executive Leadership

Relevant Roles

Company Secretary

Corporate Lawyer

Compliance Officer

Director of Legal Affairs

Corporate Governance Manager

Board Member

Chief Legal Officer

Company Director

Corporate Services Manager

Nominee Director

Trust Officer

Legal Counsel

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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