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A Nominee Agreement lets someone act legally on behalf of another person or company in Indonesia, often used when foreign investors need local representatives to hold shares or assets. It creates a trust-like arrangement where the nominee acts as the legal face while the real owner (called the beneficiary) maintains actual control and economic rights.

Under Indonesian investment laws, these agreements help structure business ownership while following local requirements. The nominee must follow the beneficiary's instructions, pass along any profits, and protect the beneficiary's interests. Many companies use these for property ownership, shareholding arrangements, and company directorships - though it's crucial to draft them carefully to ensure enforceability.

Use a Nominee Agreement when expanding your business operations in Indonesia and you need a local representative to hold assets or shares on your behalf. This arrangement proves essential for foreign investors who can't directly own certain assets under Indonesian investment restrictions, particularly in sectors like property, mining, or retail trade.

The agreement becomes vital when setting up a local company structure, buying property, or entering regulated industries with foreign ownership caps. Many businesses implement these agreements during their initial market entry or when restructuring existing operations to comply with Indonesian foreign investment rules. Getting it right early helps avoid ownership disputes and regulatory complications later.

• Share Nominee Agreement: Used when local individuals or companies hold shares on behalf of foreign investors, typically including profit-sharing and voting rights arrangements
• Property Nominee Agreement: Enables foreign parties to control land or buildings through local nominees, common in real estate investments
• Director Nominee Agreement: Establishes terms for local directors acting on behalf of foreign companies, covering responsibilities and decision-making authority
• Bank Account Nominee Agreement: Sets up arrangements where local parties manage Indonesian bank accounts for foreign entities
• Beneficial Owner Agreement: Details the true ownership structure behind nominee arrangements, essential for regulatory compliance

• Foreign Investors: The beneficiaries who maintain actual control and economic rights while complying with Indonesian investment restrictions
• Local Nominees: Indonesian citizens or companies who legally hold assets or positions on behalf of foreign investors
• Corporate Lawyers: Draft and structure the agreements to ensure enforceability and compliance with local regulations
• Company Directors: Execute and oversee nominee arrangements, especially in corporate shareholding situations
• Investment Consultants: Advise on structuring nominee relationships and ensure alignment with Indonesian foreign investment laws

• Identify Parties: Gather complete details of both nominee and beneficiary, including legal names, addresses, and registration numbers
• Define Assets: List specific shares, property, or positions being held under the nominee arrangement
• Outline Rights: Clearly specify voting rights, profit distribution, and decision-making authority between parties
• Document Requirements: Collect supporting documents like company registrations and identity proof for all parties
• Legal Review: Our platform generates compliant Nominee Agreements tailored to Indonesian law, ensuring all mandatory elements are included
• Execution Plan: Prepare signing arrangements and necessary notarization requirements

• Party Details: Complete identification of nominee and beneficiary, including registration numbers and addresses
• Asset Description: Precise details of shares, property, or positions covered by the agreement
• Rights and Obligations: Clear outline of voting rights, profit distribution, and decision-making authority
• Indemnification: Protection clauses for the nominee against losses or legal claims
• Termination Terms: Specific conditions and procedures for ending the agreement
• Governing Law: Express statement of Indonesian law application and jurisdiction
• Confidentiality: Provisions protecting sensitive business information

A Nominee Agreement differs significantly from an Agency Agreement in Indonesian business law, though both involve one party acting on behalf of another. Let's explore their key differences:

• Legal Structure: Nominee Agreements create a trust-like arrangement where the nominee appears as the legal owner, while Agency Agreements establish a direct representative relationship with clear disclosed authority
• Ownership Rights: In a Nominee Agreement, the nominee holds legal title but has no beneficial ownership, whereas an agent never holds title and acts purely as a representative
• Disclosure Requirements: Nominee arrangements often involve undisclosed beneficial ownership, while Agency Agreement relationships are typically transparent and disclosed to third parties
• Purpose and Use: Nominee Agreements are commonly used for foreign investment structuring and ownership compliance, while Agency Agreements focus on operational representation and business transactions