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Nominee Director Agreement

Nominee Director Agreement Template for Switzerland

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement under Swiss law for a professional corporate services provider acting as nominee director for multiple real estate holding companies, with special emphasis on anti-money laundering compliance and reporting requirements."

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Document background
The Nominee Director Agreement is essential in Swiss corporate structuring and governance arrangements where an individual is appointed to act as a director on behalf of another party while maintaining compliance with Swiss law. This document type is commonly used in international business structures, family offices, and corporate service arrangements where professional directors are required. The agreement must carefully balance the interests of all parties while ensuring compliance with Swiss corporate law requirements, particularly the Swiss Code of Obligations. A well-drafted Nominee Director Agreement includes comprehensive provisions for decision-making authority, reporting obligations, indemnification, and regulatory compliance, especially important given Switzerland's strict corporate governance and financial regulatory framework.
Suggested Sections

1. Parties: Identification of the appointing entity/beneficial owner and the nominee director

2. Background: Context of the appointment and relationship between the parties

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

4. Appointment and Term: Terms of appointment as nominee director, duration, and renewal provisions

5. Scope of Services: Detailed description of the nominee director's duties and responsibilities

6. Remuneration: Fee structure, payment terms, and expenses reimbursement

7. Instructions and Decision Making: Process for receiving and acting on instructions from the appointing entity

8. Compliance Requirements: Obligations regarding Swiss law compliance, especially corporate governance requirements

9. Representations and Warranties: Key assurances from both parties regarding capacity, authority, and compliance

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

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Termination: Circumstances and process for ending the agreement

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Insurance: Requirements for professional liability insurance, used when the nominee director role involves significant risk

2. Anti-Money Laundering Compliance: Specific AML obligations, required when dealing with financial transactions or regulated entities

3. Power of Attorney: Authorization provisions, included when specific powers need to be delegated

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

5. Substitute Director: Provisions for appointing a substitute, used when continuity of service is critical

6. Tax Matters: Special tax-related provisions, included when tax implications are significant

Suggested Schedules

1. Schedule 1 - Services Description: Detailed list of specific services and duties to be performed

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

3. Schedule 3 - Company Information: Details of the company/companies where directorship will be held

4. Schedule 4 - Compliance Procedures: Specific compliance requirements and procedures to be followed

5. Appendix A - Power of Attorney Template: Standard form for executing specific powers when needed

6. Appendix B - Reporting Requirements: Templates and procedures for regular reporting to the appointing entity

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
































Clauses

































Relevant Industries

Financial Services

Corporate Services

Trust and Fiduciary Services

Investment Management

Private Banking

Real Estate

International Trade

Family Office Services

Professional Services

Wealth Management

Relevant Teams

Legal

Compliance

Corporate Governance

Risk Management

Corporate Services

Company Secretarial

Board of Directors

Executive Management

Fiduciary Services

Corporate Administration

Relevant Roles

Corporate Director

Board Member

Company Secretary

Legal Counsel

Compliance Officer

Trust Officer

Corporate Services Manager

Governance Officer

Risk Manager

Managing Director

Fiduciary Services Director

Professional Corporate 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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