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Nominee Director Contract

Nominee Director Contract Template for Malaysia

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Key Requirements PROMPT example:

Nominee Director Contract

"I need a Nominee Director Contract for our Singapore-based parent company appointing a Malaysian nominee director to our local subsidiary in Kuala Lumpur, with special emphasis on cross-border compliance and reporting requirements, effective from March 1, 2025."

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Document background
The Nominee Director Contract is essential for businesses operating in Malaysia that require nominee director services for various purposes, including corporate structuring, local representation requirements, or investment holdings. This contract type is particularly relevant when companies need to appoint directors to meet local incorporation requirements or maintain corporate presence while ensuring proper control and governance structures. The agreement must comply with Malaysian Companies Act 2016 and related regulations, addressing key aspects such as fiduciary duties, compliance obligations, liability protection, and operational procedures. It's commonly used in international business operations, corporate restructuring, and investment scenarios where professional nominee directors are required to represent interests while maintaining legal compliance and corporate governance standards.
Suggested Sections

1. Parties: Identifies the appointing entity/shareholder and the nominee director

2. Background: Explains the context and purpose of the nominee directorship arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the appointment as nominee director, including duration and any renewal provisions

5. Duties and Responsibilities: Comprehensive outline of the nominee director's roles, duties, and compliance obligations

6. Authority and Limitations: Specific powers granted and restrictions on the nominee director's authority

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

8. Indemnification: Provisions for protecting the nominee director against liabilities and claims

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Compliance Requirements: Specific compliance obligations under Malaysian law and regulatory requirements

11. Termination: Conditions and procedures for terminating the nominee directorship

12. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

13. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Corporate Group Provisions: Additional provisions when the nominee director serves on multiple boards within a corporate group

2. Special Powers of Attorney: Specific powers of attorney granted to the nominee director for certain actions

3. Foreign Investment Provisions: Additional clauses required when the arrangement involves foreign investment or cross-border elements

4. Insurance Coverage: Provisions regarding directors and officers insurance coverage

5. Alternate Director: Provisions for appointing an alternate director during absence

6. Non-Competition: Restrictions on the nominee director's involvement with competing businesses

7. Shareholder Instructions: Procedures for receiving and acting on shareholder instructions

Suggested Schedules

1. Schedule 1: Fee Schedule: Detailed breakdown of fees, expenses, and payment terms

2. Schedule 2: Company Information: Details of the company(ies) where nominee directorship is held

3. Schedule 3: Compliance Checklist: List of specific compliance requirements and reporting obligations

4. Schedule 4: Powers and Authorities: Detailed list of specific powers granted and restrictions

5. Appendix A: Required Documents: List of documents required for nominee director appointment

6. Appendix B: Reporting Templates: Standard templates for required reports and declarations

7. Appendix C: Code of Conduct: Specific conduct guidelines and ethical requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Investment Management

Real Estate

International Trade

Manufacturing

Technology

Professional Services

Mining and Resources

Construction

Retail

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Risk Management

Executive Management

Investment

Corporate Affairs

Regulatory Affairs

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Company Director

Board Member

Corporate Governance Officer

Risk Manager

Managing Director

Chief Executive Officer

Chief Legal Officer

Investment Manager

Company Secretary

Corporate Services Manager

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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