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The Consent to Act as Nominee Director is a document by which a person indicates their acceptance to act as a nominee director for another company. Under the Nigerian law, a company can be appointed as a director of another company because it is a legal entity that can sue and be sued in its corporate name. Therefore, if a company has been appointed a director of another company, a nominee must be appointed to represent the interest of the appointee company.
A nominee director is a person nominated by an appointee company to represent the interest of the appointee company on the board of another company. For example, Company A appoints Company B as Company A's director. Since Company B is not a natural person, Company B must nominate an officer within its organization to represent it on Company A's board, and the any decision taken by the nominee director becomes binding on the appointee company. The person Company B appoints here is called a Nominee Director.
The nominee director possesses the same duties to the appointee company as other directors of the company and may receive compensation for representing the company. Usually, the nominee director can not make a decision unilaterally without obtaining the approval of the board of directors and members of the appointee company. Under the law, the following can not be a director:
This document should be used when a person has been appointed to act as a director on behalf of a company, and that person has accepted the offer. It includes the name of the appointing company, the name, and address of the new nominee director, and it states that the person has consented to act as a nominee of the appointing company.
How to use this document
This document is used by a person who has agreed to act as a nominee director. Note that this document is different from the Director's Consent Letter, which is used only when a person or company has been appointed as a director and not a nominee director.
To complete this document, all the required information should be entered in the blank spaces. After completing this document, this document should be downloaded and printed. The person sending this letter should sign and send it to the appointing company. Alternatively, this document may be sent as an email. In this case, it should be downloaded and should either be enclosed in the email or sent directly.
Note that the person sending this letter should keep a copy of the letter for record purposes.
The Companies and Allied Matters Act, 2020 is the main statute that regulates the affairs of companies in Nigeria. The general rules of contract also apply to this document, in that for a contract to be valid, and acceptance should be preceded by an offer.
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Other names for the document: Nominee Director's Consent Letter, Acceptance Letter of a Nominee to a Non Executive Director, Consent to Act as a Nominee Director, Consent to Act as Nominee to an Executive Director, Letter of Acceptance for Nominee Director