Nominee Director Contract Generator for England and Wales

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Key Requirements PROMPT example:

Nominee Director Contract

"I need a Nominee Director Contract for my UK-based fintech startup, where the nominee director will be based in London and will need specific provisions for cryptocurrency trading oversight and quarterly board meetings starting from March 2025."

Document background
The Nominee Director Contract 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, establishes clear parameters for the nominee directorship, including scope of authority, reporting obligations, and liability protection. The contract ensures compliance with the Companies Act 2006 and related regulations while protecting both the appointing company's interests and the nominee director's position. It's particularly crucial for international businesses, special purpose vehicles, and situations requiring professional director services.
Suggested Sections

1. Parties: Details 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 benefits

7. Indemnification: Protection and insurance provisions

8. Termination: Circumstances and process for ending the agreement

Optional Sections

1. Non-Competition: Restrictions on competing activities, applicable when protecting business interests is crucial

2. Intellectual Property: IP rights and obligations, relevant when director may be involved in IP creation

3. International Provisions: Cross-border considerations for companies operating internationally

Suggested Schedules

1. Schedule 1 - Services: Detailed list of director services and responsibilities

2. Schedule 2 - Fee Structure: Detailed breakdown of remuneration and payment terms

3. Schedule 3 - Company Policies: Relevant internal policies and procedures

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

Authors

Alex Denne

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

Industries

Companies Act 2006: Primary legislation governing company directors, including statutory duties (Sections 171-177), conflicts of interest provisions, fiduciary duties, and requirements for directors' appointments and removals

Corporate Governance Code: Framework outlining best practices for director conduct, independence requirements, and board responsibilities

Small Business, Enterprise and Employment Act 2015: Legislation covering restrictions on corporate directors and requirements for natural persons to serve as directors

Company Directors Disqualification Act 1986: Law detailing circumstances leading to director disqualification and restrictions on acting as director

Money Laundering Regulations 2017: Regulations specifying due diligence requirements and compliance obligations for company directors

Bribery Act 2010: Anti-corruption legislation covering corporate hospitality rules and bribery prevention requirements

GDPR and Data Protection Act 2018: Data protection legislation outlining personal data handling requirements and privacy considerations

Common Law Principles: Established legal principles covering fiduciary duties, duty of care, and agency law principles applicable to directors

Financial Services and Markets Act 2000: Regulatory framework applicable to companies operating in regulated financial sectors

Employment Rights Act 1996: Employment legislation that may be relevant if there are employment relationship aspects to the nominee directorship

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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