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Nominee Director Agreement

Nominee Director Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Nominee Director Agreement

I need a Nominee Director Agreement for my DIFC-registered holding company, appointing a professional corporate services provider as nominee director starting March 1, 2025, with comprehensive compliance provisions and quarterly reporting requirements.

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Document background
The Nominee Director Agreement is essential in UAE business structures where companies require professional directors to fulfill corporate governance requirements or manage specific aspects of operations. This document type is particularly relevant in the UAE's diverse business environment, including free zones and mainland companies, where nominee arrangements are common for international business operations. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations governing corporate management and beneficial ownership. A properly structured Nominee Director Agreement includes comprehensive provisions for the nominee's duties, compliance obligations, risk management, and protection mechanisms, while ensuring transparency as required by UAE authorities.
Suggested Sections

1. Parties: Identification of the Appointor (beneficial owner/company) 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

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

5. Duties and Responsibilities: Detailed outline of the nominee director's duties and scope of authority

6. Compliance Requirements: Obligations to comply with UAE laws, especially regarding corporate governance and AML regulations

7. Remuneration: Fee structure, payment terms, and expenses

8. Instructions and Communications: Process for receiving and acting on appointor's instructions

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

10. Confidentiality: Confidentiality obligations and handling of sensitive information

11. Termination: Grounds for termination and termination process

12. General Provisions: Standard clauses including governing law, notices, and dispute resolution

Optional Sections

1. Insurance: Requirements for professional indemnity insurance, used when the appointor requires specific insurance coverage

2. Power of Attorney: Specific powers granted to the nominee director, included when additional authority is needed

3. Non-Competition: Restrictions on the nominee director's other activities, used when exclusivity is required

4. Succession Planning: Provisions for replacement of the nominee director, included for long-term arrangements

5. Corporate Group Provisions: Additional terms for nominee directorships across multiple group companies

6. Emergency Protocols: Procedures for handling emergency situations, included for high-risk or regulated businesses

Suggested Schedules

1. Company Details: Complete information about the company including registration number, address, and corporate structure

2. Services Schedule: Detailed description of services to be provided by the nominee director

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

4. Appointor's Instructions: Standard form and procedures for giving instructions to the nominee director

5. Compliance Checklist: List of regulatory requirements and compliance obligations

6. Required Declarations: Standard forms for regulatory declarations and disclosures required under UAE law

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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




























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Relevant Industries

Financial Services

Real Estate

International Trade

Investment Holdings

Professional Services

Family Offices

Offshore Business

Free Zone Operations

Consulting Services

Corporate Services

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Risk Management

Corporate Services

Company Secretarial

Administrative

Relevant Roles

Corporate Secretary

Legal Director

Compliance Officer

Board Member

Company Director

Corporate Governance Officer

Managing Director

Chief Legal Officer

Company Secretary

Risk Manager

Corporate Services Manager

Nominee Director

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

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