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Entrusted Shareholding Agreement Template for England and Wales

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Key Requirements PROMPT example:

Entrusted Shareholding Agreement

"I need an Entrusted Shareholding Agreement for a UK-based family business where my sister will act as nominee shareholder for my 30% shareholding in our manufacturing company, with the arrangement to commence from March 2025."

Document background
An Entrusted Shareholding Agreement is commonly used in situations where parties wish to maintain confidentiality of ownership or simplify administrative arrangements while ensuring legal compliance. This document, governed by English and Welsh law, is particularly relevant in corporate structuring, family business arrangements, and international investments. The agreement details the relationship between the nominee and beneficial owner, covering aspects such as voting rights, dividend entitlements, and operational procedures. It's essential for ensuring clarity of roles and protecting both parties' interests while maintaining compliance with UK company law and financial regulations.
Suggested Sections

1. Parties: Identifies the beneficial owner, nominee shareholder, and company details

2. Background: Explains the context and purpose of the entrusted shareholding arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Declaration of Trust: Formal declaration of the nominee holding shares in trust

5. Rights and Obligations: Details the rights and duties of both beneficial owner and nominee

6. Voting Rights: Specifies how voting rights will be exercised

7. Term and Termination: Duration of the agreement and termination provisions

Optional Sections

1. Consideration: Details any payment for nominee services, used when arrangement isn't gratuitous

2. Foreign Investment Provisions: Required when dealing with cross-border arrangements

3. Tax Provisions: Detailed tax arrangements, needed for complex structures

4. Dispute Resolution: Specific dispute handling procedures, recommended for high-value arrangements

Suggested Schedules

1. Share Certificate Details: Copy or details of relevant share certificates

2. Voting Instructions Protocol: Procedure for giving and acting on voting instructions

3. Company Information: Relevant company details and structure

4. Powers of Attorney: If required for specific actions by nominee

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share ownership, transfer mechanisms, directors' duties, share capital provisions, and registration requirements

Financial Services and Markets Act 2000: Regulatory framework for financial arrangements and regulated activities, particularly relevant for nominee shareholding structures

Trusts of Land and Appointment of Trustees Act 1996: Key legislation governing trust creation, management, and trustee duties and powers

Trust Law Principles: Common law principles covering fiduciary duties, beneficial ownership, and requirements for valid trust creation

Contract Law: Fundamental legal principles regarding contract formation, consideration, terms and conditions, breach and remedies

Income Tax Act 2007: Tax legislation relevant to income generated from shareholdings and trust arrangements

Capital Gains Tax Provisions: Tax regulations concerning capital gains from share disposals and transfers

Stamp Duty Legislation: Tax provisions relating to share transfers and documentary requirements

Money Laundering Regulations 2017: Regulatory requirements for preventing money laundering in financial and trust arrangements

UK Corporate Governance Code: Best practice guidelines for corporate governance and shareholder arrangements

FCA Regulations: Financial Conduct Authority regulations applicable to nominee shareholding arrangements and financial services

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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