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The Nominee Shareholder Agreement is a crucial document used in Nigerian corporate structuring when shares need to be held by a nominee on behalf of a beneficial owner. This arrangement may be necessary for various reasons, including local ownership requirements, corporate privacy, or strategic business purposes. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and anti-money laundering regulations. The document comprehensively addresses key aspects such as the nominee's duties, beneficial owner's rights, voting arrangements, dividend handling, compliance obligations, and termination procedures. It's particularly important in sectors where ownership structures require careful consideration of regulatory requirements and business objectives.

1. Parties: Identifies and defines the Nominee Shareholder and the Beneficial Owner

2. Background: Explains the context of the agreement and the intention to create a nominee arrangement

3. Definitions: Defines key terms used throughout the agreement including 'Shares', 'Company', 'Nominee Services', etc.

4. Appointment of Nominee: Formal appointment of the nominee and acceptance of the role

5. Declaration of Trust: Nominee's acknowledgment of holding shares in trust for the beneficial owner

6. Powers and Duties of Nominee: Details the nominee's responsibilities, including voting rights and dividend collection

7. Rights of Beneficial Owner: Specifies the beneficial owner's control rights and economic entitlements

8. Fees and Expenses: Details any fees payable to the nominee and responsibility for expenses

9. Representations and Warranties: Key statements and guarantees from both parties

10. Compliance Obligations: Requirements for regulatory compliance, including AML and beneficial ownership disclosure

11. Indemnification: Protection provisions for the nominee against claims arising from their role

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Transfer of Shares: Procedure for transferring shares upon termination or as directed

14. Confidentiality: Obligations to maintain confidentiality of the arrangement and related information

15. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes