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Nominee Director Agreement

Nominee Director Agreement Template for Netherlands

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for my Dutch tech startup, where we're appointing a local director to serve from March 2025; the agreement should include standard confidentiality provisions and specify quarterly board meetings."

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Document background
The Nominee Director Agreement is a crucial document used in Dutch corporate structures where professional directors are appointed to represent interests in Dutch companies. This agreement becomes necessary when companies require local directorship in the Netherlands for regulatory compliance, corporate structuring, or business operations purposes. The document ensures compliance with Dutch corporate law, particularly Book 2 of the Dutch Civil Code, while defining the scope of authority, limitations, and protections for both the appointing entity and the nominee director. It addresses key aspects such as fiduciary duties, decision-making authority, reporting obligations, and liability provisions, making it essential for international business operations and corporate governance structures in the Netherlands.
Suggested Sections

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

2. Background: Context of the appointment and the purpose of the nominee directorship

3. Definitions: Key terms used throughout the agreement including Company, Services, Territory, etc.

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

5. Duties and Responsibilities: Detailed description of the nominee director's roles and obligations

6. Compliance with Laws: Obligations to comply with Dutch corporate law and relevant regulations

7. Authority and Limitations: Scope of the nominee director's authority and specific restrictions

8. Fees and Expenses: Compensation structure, payment terms, and reimbursable expenses

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

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Grounds for termination, notice periods, and consequences

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

Optional Sections

1. Regulatory Compliance: Additional compliance requirements for regulated sectors (e.g., financial services)

2. Multiple Appointments: Provisions for serving as director on multiple related entities

3. Insurance: Requirements for directors' and officers' liability insurance

4. Non-Competition: Restrictions on competing activities, if applicable

5. Power of Attorney: Specific powers granted to the nominee director

6. Tax Matters: Special provisions regarding tax representation and compliance

7. Succession Planning: Procedures for replacement or transition of the nominee director

Suggested Schedules

1. Schedule 1 - Services Description: Detailed outline of services to be provided by the nominee director

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

3. Schedule 3 - Company Information: Details of the company(ies) where directorship is held

4. Schedule 4 - Reporting Requirements: Format and frequency of reports to be submitted

5. Schedule 5 - Compliance Checklist: List of regulatory and corporate compliance requirements

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

7. Appendix B - KYC Documentation: Required identity and background verification documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Corporate Services

International Trade

Investment Holdings

Real Estate

Manufacturing

Technology

Professional Services

Maritime

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Risk Management

Corporate Secretariat

International Business

Tax

Administrative

Board of Directors

Relevant Roles

Corporate Director

Legal Counsel

Company Secretary

Compliance Officer

Chief Financial Officer

Managing Director

Board Member

Corporate Governance Officer

Risk Manager

General Counsel

International Business Development Manager

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

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