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Nominee Director Agreement

Nominee Director Agreement Template for Pakistan

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for my UAE-based company's expansion into Pakistan, where we'll appoint a local nominee director starting March 2025; the agreement must include strong confidentiality provisions and specific clauses about following instructions from our UAE headquarters."

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Document background
The Nominee Director Agreement is essential in Pakistani business operations where companies require nominee directors for various legitimate business purposes. This agreement is commonly used in situations involving international business structures, family businesses, or corporate arrangements where the beneficial owner prefers to remain behind the scenes while maintaining control through a trusted nominee. The document must strictly comply with Pakistani corporate law, particularly the Companies Act 2017 and SECP regulations, while clearly defining the relationship between the nominator and nominee director. It includes comprehensive provisions covering appointment terms, duties, compliance requirements, indemnification, and termination procedures. The agreement is particularly important in ensuring transparency in corporate governance while protecting both parties' interests and maintaining legal compliance.
Suggested Sections

1. Parties: Identifies the nominator (usually the beneficial owner or company) and the nominee director, including their full legal names and addresses

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

3. Definitions: Defines key terms used throughout the agreement, including 'Company', 'Nominee Services', 'Applicable Laws', etc.

4. Appointment and Term: Details of the nominee director's appointment, duration, and renewal terms

5. Scope of Services: Comprehensive outline of the nominee director's duties, responsibilities, and limitations of authority

6. Compliance Obligations: Specific obligations to comply with Companies Act 2017, SECP regulations, and other relevant Pakistani laws

7. Remuneration: Details of fees, expenses, and payment terms for the nominee director services

8. Instructions and Communications: Procedures for how the nominator will provide instructions to the nominee director

9. Indemnification: Provisions for indemnifying the nominee director against claims arising from their role

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Circumstances and procedures for terminating the agreement

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.

Optional Sections

1. Power of Attorney: Required when the nominee director needs specific powers to act on behalf of the nominator

2. Non-Compete: Restrictions on the nominee director's involvement with competing businesses, if required

3. Insurance: Requirements for professional indemnity insurance, used when dealing with high-risk or regulated industries

4. Dispute Resolution: Detailed arbitration or mediation procedures, recommended for international arrangements

5. Succession Planning: Procedures for replacing the nominee director, important for long-term arrangements

6. Anti-Money Laundering Provisions: Detailed AML compliance requirements, necessary for financial sector appointments

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the company including registration number, registered office, and business activities

2. Schedule 2 - Services Specification: Detailed list of specific duties and responsibilities of the nominee director

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, expenses, and payment terms

4. Schedule 4 - Compliance Checklist: List of specific compliance requirements under Pakistani law

5. Schedule 5 - Authorized Instructions: Format and procedures for giving valid instructions to the nominee director

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

7. Appendix B - Required Declarations: Statutory declarations required under Companies Act 2017

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Laws
Board
Business Day
Company
Companies Act
Confidential Information
Corporate Documents
Director Services
Effective Date
Force Majeure Event
Group
Indemnified Persons
Instructions
Loss
Material Breach
Nominator
Nominee Director
Notice
Parties
SECP
Services
Subsidiary
Term
Territory
Third Party
Transaction Documents
Working Hours
Intellectual Property Rights
Nominee Services
Regulatory Authority
Related Party
Shareholders
Signing Date
Termination Date
Board Resolution
Compliance Requirements
Corporate Seal
Governing Documents
Remuneration
Clauses
Appointment
Term and Duration
Scope of Services
Powers and Authority
Duties and Responsibilities
Compliance Obligations
Regulatory Requirements
Instructions and Communications
Remuneration and Expenses
Representations and Warranties
Confidentiality
Non-Disclosure
Conflict of Interest
Indemnification
Liability Limitation
Insurance
Record Keeping
Reporting Requirements
Anti-Money Laundering
Force Majeure
Termination
Resignation
Assignment
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Notices
Amendment
Severability
Governing Law
Dispute Resolution
Entire Agreement
Counterparts
Third Party Rights
Waiver
Time of Essence
Further Assurance
Relevant Industries

Financial Services

Real Estate

International Trade

Manufacturing

Technology

Professional Services

Investment Holdings

Offshore Business Operations

Family Business Operations

Private Equity

Venture Capital

Corporate Services

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Corporate Secretariat

Risk Management

Corporate Affairs

Business Development

Investment

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

Risk Manager

Business Development Manager

Investment Manager

Company Director

Corporate Services Manager

Legal Administrator

Industries
Companies Act 2017: The primary legislation governing company formation, management, and corporate governance in Pakistan. Sections 153-172 specifically deal with directors' appointments, qualifications, duties, and responsibilities.
Securities Act 2015: Regulates securities markets and applies to nominee directors of listed companies, particularly regarding insider trading and disclosure requirements.
Anti-Money Laundering Act 2010: Relevant for nominee director arrangements to ensure compliance with AML regulations and avoid potential misuse of nominee structures for money laundering.
SECP (Corporate Governance) Regulations 2019: Provides detailed requirements for corporate governance, including specific obligations for directors and disclosure requirements.
Income Tax Ordinance 2001: Contains provisions regarding taxation of director remuneration and responsibilities of directors in tax matters.
Contract Act 1872: Governs the basic principles of contract formation and enforcement, which are essential for the nominee director agreement itself.
Listed Companies (Code of Corporate Governance) Regulations 2019: Specific regulations for directors of listed companies, including independence requirements and responsibilities.
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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