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.
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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.
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
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
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