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Nominee Shareholder Agreement Template for England and Wales

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement for our UK-based investment company to hold shares on behalf of a foreign investor, with specific provisions for quarterly dividend distributions and voting rights requiring written instructions."

Document background
A Nominee Shareholder Agreement is essential when establishing legal arrangements where one party holds shares on behalf of another under English and Welsh law. This document is commonly used in corporate structuring, investment arrangements, and where confidentiality or administrative efficiency is required. The agreement ensures compliance with UK company law, money laundering regulations, and beneficial ownership disclosure requirements while clearly defining the rights and obligations of both the nominee shareholder and the beneficial owner. It provides necessary protection for all parties and helps maintain transparency in corporate governance.
Suggested Sections

1. Parties: Details of the nominee shareholder and beneficial owner

2. Background: Context and purpose of the nominee arrangement

3. Definitions: Key terms used throughout the agreement

4. Appointment: Terms of nominee shareholder appointment

5. Duties and Obligations: Responsibilities of nominee shareholder

6. Voting Rights: Exercise of voting rights and instructions

7. Dividends: Treatment of dividends and distributions

8. Termination: Circumstances and process for ending the agreement

Optional Sections

1. Indemnification: Protection for nominee shareholder, used in higher-risk arrangements

2. Confidentiality: Non-disclosure provisions, used when sensitive information is involved

3. Power of Attorney: Additional authority provisions, used for complex arrangements

4. Fees: Payment terms, used when nominee services are compensated

Suggested Schedules

1. Share Details: Specification of shares held under nominee arrangement

2. Voting Instructions: Standard procedures for giving and receiving voting instructions

3. Fee Schedule: Detailed breakdown of fees if applicable

4. Company Information: Details of the company whose shares are subject to the agreement

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 law in the UK, including shareholder rights, statutory duties, share transfer provisions, and register of members requirements

Financial Services and Markets Act 2000: Legislation covering regulations regarding nominee arrangements and financial services regulations where applicable

Money Laundering Regulations 2017: Regulations covering due diligence requirements and beneficial ownership disclosure for preventing money laundering and terrorist financing

UK Corporate Governance Code: Guidelines setting out best practices for corporate governance and transparency requirements in UK companies

FCA Regulations: Financial Conduct Authority regulations applicable to nominee arrangements involving regulated activities

PSC Regulations: Persons with Significant Control regulations requiring disclosure and registration of beneficial ownership and controlling persons

UK Trust Law: Legal framework governing trust relationships, relevant as nominee arrangements create trust-like relationships

English Common Law - Contract Principles: Fundamental contract law principles including formation, consideration, and capacity to contract

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal information of parties involved in the agreement

Small Business, Enterprise and Employment Act 2015: Legislation containing corporate transparency requirements affecting nominee arrangements

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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