Register of Nominee Directors In Bangladesh

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Confidently and Legally Register Nominee Directors

The Corporations Act of Bangladesh was changed to include a registry of nominee directors of companies. This article informs businesses on what to expect when it comes to the nominated director register. A Nominee Director is a member of a company’s Board of Directors who has been appointed by financial institutions, banks, or investors. The requirements of the company’s articles of association govern and limit the appointment of nominated directors.¬†

Register of Nominee Directors In Bangladesh

Our Exclusive Consultation Service on : How Nominee Director Can Give You the Best Outcome

A nominee director is appointed to ensure that the financial institution’s interests are effectively protected. In addition, the nominee director is responsible for the borrowing firm and its stakeholders. The nominee director will be responsible for the institution or investor, as well as monitoring the borrower firm or investee’s operations.

Get 3 Conditions for Appointing the Nominee Director Legally

The conditions for appointing a nominee director under the Companies Act are as follows:


  1. When a financial institution considers or decides to appoint a nominee directors, the appointment should be done in accordance with any applicable law or the conditions of the company’s agreement.
  2. The director can be appointed by the federal or state governments, or by anybody else with the ability to do so under the relevant legal rules.
  3. Nominee directors should represent the interests of the organization or institution to which they have been appointed.

Our World- Class Assistances in Procedure for Appointment of Nominee Directors

Follow the steps outlined below before appointing the nominee director:


A. It must be determined whether the company’s articles contain the authority to nominate a nominee director in accordance with the provisions of the Companies Act, 2013.


B. If the article does not grant authorization in this circumstance, the corporation must amend the article to allow the candidate director to be appointed.


C. A nomination letter from the nominee director who has been nominated for appointment as a nominee director must also be obtained.


D. Check to see if the person has a Director Identification Number (DIN) in addition to the DIR-3.


E. Check whether the proposed director has given his or her written agreement to act as a director in form DIR-2 after verifying DIR-3.


The documents that must be attached to the DIN are as follows:


  1. a copy of the applicant’s proof of identity
  2. Proof of address copy


F. The proposed director shall make an intimation in form DIR-8 stating that he or she is not disqualified under section 164(2) of the Companies Act, 2013.


G. Following notice to all directors, the Board of Directors should vote a resolution authorizing the nominee director’s appointment during a board meeting. The notification must be sent to the directors within seven days of the meeting’s date. The crucial elements to remember before conducting the meeting are listed below.


  1. The meeting’s agenda will be made public.
  2. Pass a board resolution to nominate a nominee director under section 161 in order to conduct a board meeting (3).
  3. Authorizing the company secretary to act in his or her place if the company secretary is unavailable.
  4. Providing authority to sign and file the relevant paperwork with the Registrar of Companies (ROC).


H. Within 30 days of enacting the board resolution, the form DIR-12 must be filed with the Registrar of Companies as a return of appointment.


The following are the documents that must be attached to DIR-12:


  1. The Nominee Director’s information, including his or her DIN.
  2. The Nominee Director’s consent
  3. True certified copies of the Board resolution approving the Nominee director’s appointment.
  4. The letter of documents, as well as any other ancillary information that is required


I. Following the appointment, the nominee director must acquire disclosure, i.e., the nominee director must inform the other firms that he is the director in form MBP-1.

How do Our Nominee Directors Work For You?

1. One Who Protects the Nominator’s Interests¬†


A nominated director supervises the company’s operations to ensure that policy decisions are made on good business lines and with enough protections to ensure that the nominator’s interests are not harmed.


2. A Link to the Past


The nominated director also serves as a connection between the investee company and the nominator to ensure that information is exchanged on a regular basis. It’s worth noting that the issue of the Nominee Director sharing sensitive information will come up.


3. Participation in the Making of Decisions


The nominee director participates actively in debates on the company’s financial performance, future strategies, fundraising, and so on. The goal is to apply his or her knowledge to the matters before the board in order to protect the nominator’s interests.


4. Confidentiality is Maintained


Though a nominee director owes his or her devotion to the nominator, he or she must always follow the code of conduct for directors and senior management people. When the investee company is a publicly-traded corporation, the obligation increases because there are compliance requirements for unpublished price-sensitive material.

FAQ For Register of Nominee Directors

1. Is it possible to remove a director nominee?

Nominee Directors are not required to retire as a result of rotation. Only the authority that appointed them has the power to remove them. Persons appointed as Nominee Directors must fulfill their obligations to the Nominator and supervise the operation of the subject company.

2. What is the difference between a nominee director and an executive director?

A nominee director is a non-executive director who participates in financial decision-making, fund-raising plans such as debt-raising, and investment planning for the investee company. He/she presents the Board with the expertise available to them.

3. Is a director who has been nominated independent?

The term “nominee director” will be used to refer to people who are expected to act in accordance with some understanding or arrangement, regardless of how they were appointed, in relation to their office, that creates an obligation or mutual expectation of loyalty to some other person or people.

4. What are the rights of a nominee shareholder?

Shares are transferred to nominee shareholders when a shareholder dies. He will be entitled to the same rights as the original shareholders. They are the legal heirs of a deceased shareholder’s legal heirs. They won’t be able to own stock until it’s written into the wills of deceased stockholders.

Meeting Your Expectation Successfully During Registration of Nominee Director

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