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asked by (10.4k points)

3 Answers

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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;

(♦) Responsible person in Company Ordinance (Cap. 622)

  • Section 3 of Company Ordinance (Cap. 622):
  • (1)This section applies—
    • (a) where a provision of this Ordinance provides that a responsible person of a company or non-Hong Kong company commits an offence if there is—
      • (i) a contravention of this Ordinance, or of a requirement, direction, condition or order; or
      • (ii) a failure to comply with a requirement, direction, condition or order; or
    • (b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision.
  • (2) For the purposes of the provision, a person is a responsible person of a company or non-Hong Kong company if the person—
    • (a) is an officer or shadow director of the company or non-Hong Kong company; and
    • (b)

      authorizes or permits, or participates in, the contravention or failure.

  • (3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if—

    • (a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or non-Hong Kong company; 

    • (b) the body corporate authorizes or permits, or participates in, the contravention or failure; and 

    • (c) the person authorizes or permits, or participates in, the contravention or failure.

(♦) 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 (10.4k points)
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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 (10.4k points)
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Another type of "agent": The Power of Attorney (for accounting related services, can be used for signing Tax Return, representing on court, etc. By attorney, one agency person even can have fully right to run a business on behalf of another person.)

A power of attorney (POA) is a legal document giving one person (the agent or attorney-in-fact) the power to act for another person (the principal). The agent can have broad legal authority or limited authority to make legal decisions about the principal's property, finances or medical care.

References: 

Online templates:

A sample of Power of Attorney:

answered by (10.4k points)
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