Nominee director agreement in Vietnam

A nominee director agreement in Vietnam is an arrangement between two parties where one party as Vietnamese person consents to acting as a director for setting up a company in Vietnam which is owned by another party as foreign individual or legal entity else in foreign countries.

Lawyer Vietnam Nam Law firm would like to introduce a sample of A nominee director agreement in Vietnam for reference.

NOMINEE DIRECTOR AGREEMENT IN VIETNAM

This nominee director agreement is executed on ………… day of ………….., 20……, of …………………….Street, Ward……, ………District, ……………….Province, Vietnam.

BY AND BETWEEN

(Name of foreign party), of  …………………….Street, Ward……, ………District, ……………….Province, Vietnam (hereinafter as “Beneficiary”)

AND

(Name of Vietnamese Person), of  …………………….Street, Ward……, ………District, ……………….Province, Vietnam  (hereinafter as “Nominee Director”) (jointly the “Parties”)

 It is mutually agreed that

1) The Nominee Director hereby agree to represent the Beneficiary to set up a one member liability limited (“Company”) in Vietnam. The Beneficiary hereby declares and appoints the Nominee Director to act on his/her behalf in relation to Beneficiary’s interest in the Company.

2) The Nominee Director undertakes to incorporate the Company and register the capital in the Nominee Director’s name, and hold the contributed capital and all profits and interests accrued or to accrue on trust for the Beneficiary. Furthermore the Nominee Director shall transfer and deal, in all respects, and to pay the contributed capital and any profits, interest and other benefits thereon and accretions thereto in such manner as the Beneficiary shall from time to time direct in line with Vietnamese Laws. The Nominee Director will run Company in manner as the Beneficiary shall direct time by time.

3) The Rights and Liabilities of Beneficiary

3.1) The Beneficiary is entitled to the contributed capital and all profits and interests accrued or to accrue. The Nominee Director shall not pledge or sell or assign or in any way impair the contributed capital.

3.2) To the extent permitted under Vietnam Law on Enterprise or at any time that the Beneficiary deemed proper, the Nominee Director shall transfer all of the contributed capital held by Nominee Director to the Beneficiary (or any person designated by the Beneficiary). The Nominee Director is obliged to accept unconditionally and execute all necessary documents and procedures in relation to the aforesaid transaction. For the avoidance of doubt, the Beneficiary shall bear and compensate the Nominee Director for all costs reasonably incurred (including but not limited to legal fee, audit fee, and valuation fee) in holding the contributed capital on trust for the Beneficiary.  The Beneficiary shall pay such cost within 5 days of accepting the invoice, or the Nominee Director may otherwise deduct such cost from the any Profits, interest and other benefits thereon before delivering to the Beneficiary.
 
3.3)  The Beneficiary shall be responsible and made the capital injection to subscribe the chartered capital within 90 days from incorporation. The Beneficiary shall be subject to all the consequences upon failure to make the capital contribution to subscribe the Stakes in time.

3.4)  Subject to the provisions of this Agreement, the Beneficiary is entitled to a review of the Nominee Director’s performance in holding the contributed capital and company management for the Beneficiary, where a breach or default is caused by the act of the Nominee Director. Without prejudice to the generality of the foregoing, the Beneficiary is prohibited from interfering the normal activity of Nominee Director.

3.5) In the event that the Nominee Director is not in good faith, the Beneficiary is entitled to withdraw this authorization with 30-days prior notice, and appoint its successors.

4) The Rights and Liabilities of the Nominee Director

4.1) The Nominee Director is entitled to execute the Company Owner rights and Director rights with regard to the operation of  Company without jeopardizing the interest of the Beneficiary.

4.2) The Nominee Director is prohibited from assigning the contributed capital to any third party unless otherwise consent by the Beneficiary.

4.3) Subject to the provisions of this Agreement, the Nominee Director shall  manage the company’s everyday business in manner as the Beneficiary or its successors in title shall have directed time by time. The Nominee Director hereby undertake not to transfer, assign or pledge the contributed capital  unless otherwise agreed by the Beneficiary.

4.4) The Nominee Director hereby agrees to transfer and pay the profits  and other benefits thereon and accretions thereto to the Beneficiary within three (10) days after the aforesaid profits and other benefits are available. In the event that the aforesaid monies becomes due and outstanding, the Nominee Director is subject to a penalty equivalent to the penalty rate of commercial bank loans in Vietnam.

4.5) Nominee Director is obliged to provide unconditional assistance if the Beneficiary desires to transfer the contributed capital to any designated third parties.

5) The Parties acknowledge and confirm any information exchanged by the Parties in connection with this Agreement are confidential, and the Parties shall maintain the secrecy and confidentiality of all such information, except that (a) such information is already known or may be known by the general public; or (b) one Party has received the prior written approval by the other Party. This clause shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason. The disclosure of the confidential information by any Party shall be deemed a breach of this Agreement, and such Party shall bear the liabilities for breaching the contract.
 
6) The execution, validity, construing and performance of this Agreement and the resolution of disputes under this Agreement shall be governed by the laws of  Vietnam. The parties shall strive to settle any dispute arising from the interpretation or performance, or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation, It shall be resolved by arbitration before a neutral arbitrator at the Vietnam International Arbitration Centre (VIAC) in accordance with its Rules of Arbitration. Any resulting arbitration award shall be final conclusive and binding upon the parties.

7) Miscellaneous

7.1) This Agreement has been executed in Vietnamese and English in two (2) duplicate originals; each Party holds one (1) original and each duplicate original shall have the same legal effect.

7.2) The effective date of this Agreement shall be the signing date of this Agreement or the incorporation date, whichever is earlier.

7.3) This Agreement is available in both Vietnamese and English versions; and in the event of any inconsistency between the two versions, the English language version shall prevail.

                 FOR THE BENEFICIARY                               FOR NOMINEE DIRECTOR 

This template nominee director agreement is for reference only, any information, feel free to contact us, Click here

LAWYER VIETNAM LAW FIRM