Welcome to HK Account Q&A. (DISCLAIMER: All information provided on this website is for self-reference only. We are not responsible for any decisions made, financial or otherwise, based on information or links provided by us. We do not guarantee the accuracy of the information. Readers are reminded that you use such information and materials entirely at your own risk. Web editor gives no warranty and accepts no responsibility or liability for the accuracy or the completeness of the information and materials contained in this website. Under no circumstances will this web's editor be held responsible or liable in any way for any claims, damages, losses, expenses, costs or liabilities whatsoever resulting or arising directly or indirectly from readers' reliance on the information and materials on this website.)
0 votes

asked by (10.2k points)

2 Answers

0 votes

Appointing a nominee director won release the actual controller of the Company from fiduciary duty as the application of concept of De Facto and Shadow Directors.

  • definition of shadow director in Companies Ordinance (Cap. 622): shadow director (幕後董事), in relation to a body corporate, means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of the body corporate are accustomed to act;
  • referable article: [On the Concept of De Facto and Shadow Directors]

Some com sec company in the market usually engaged BVI etc. 's natural person to provide nominee director service. This will make tax offshore claim etc. more easier.

answered by (10.2k points)
0 votes

Sample authority and indemnity agreement

[Company Name]

[Company Information]

I, .................... of ......................., the [Beneficial] Owner of the above-named company do hereby unconditionally request, authorise and empower, [Agent name] , resident in [Hong Kong], the Contact Person of the Company (“Contact Person”), for me and in my name to be contact person for [Business description] for the period of [DD MM YYYY] to [DD MM YYYY].

I acknowledge, declare, covenant and agree that I shall be responsible for all encumbrances, charges, costs, expenses, losses, damages, claims, demands and liabilities in any way connected with or related to the transaction.

I hereby release the Contact Person from any and all liability that the Contact Person may incur in respect of any action taken by the Contact Person either pursuant to my authorization or direction or that of [Agent name] I shall indemnify and hold the Contact Person harmless from all liabilities of whatsoever kind and character that may arise out of any act or omission by Contact Person pursuant my authorization or instructions from [Agent name] and from the said expenses, obligations and responsibilities.

I give an undertaking that all business to be conducted through the company is legally proper.

Done at [Location, law jurisdiction]

Dated this [DD MM YYYY]

......................................                            ......................................

Beneficial Owner                                      Agent

[Name]                                                      [Name]

answered by (10.2k points)