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A Nominee Agreement sets up a legal arrangement where one person (the nominee) acts as a representative for another (the nominator), often holding assets or carrying out specific duties on their behalf. In New Zealand, these agreements commonly appear in share trading, property transactions, and corporate governance situations.

The agreement spells out the nominee's responsibilities, limits of authority, and duty to follow the nominator's instructions. It offers flexibility for business arrangements while protecting both parties' interests under NZ law. Many companies use these agreements to streamline operations or maintain confidentiality, though the arrangement must be properly disclosed to relevant authorities like the Companies Office.

Use a Nominee Agreement when you need someone to formally act on your behalf while keeping your involvement private. Common situations include having a trusted person hold shares in a company, manage property transactions, or represent your interests in business dealings across New Zealand.

The agreement becomes essential for complex corporate structures, overseas investments subject to OIO regulations, or when maintaining confidentiality in sensitive commercial deals. It's particularly valuable for family trusts, property developments, and startup companies seeking to protect intellectual property or manage voting rights while meeting NZ compliance requirements.

• Share Nominee Agreements - Used for holding company shares on behalf of beneficial owners, common in investment structures and family businesses
• Property Nominee Agreements - Essential for real estate transactions where a nominee holds property title for the true owner
• Corporate Director Nominee Agreements - Establishes terms for professional directors acting on behalf of appointing shareholders
• Trust Nominee Arrangements - Used when trustees hold assets for beneficiaries, particularly in family trust structures
• Trading Account Nominee Agreements - Common in securities trading, allowing nominees to manage investment accounts

• Nominators: Business owners, investors, or property holders who need someone to act on their behalf while maintaining privacy
• Nominees: Professional trustees, directors, or agents who formally represent the nominator's interests and execute their instructions
• Legal Advisors: Lawyers who draft and review Nominee Agreements to ensure compliance with NZ law and protect both parties
• Corporate Secretaries: Professionals who maintain records and handle regulatory filings related to nominee arrangements
• Regulatory Bodies: The Companies Office and OIO who oversee nominee arrangements and ensure proper disclosure

• Party Details: Gather full legal names, addresses, and roles of both nominator and nominee
• Scope Definition: List specific assets, shares, or responsibilities the nominee will manage
• Duration Terms: Decide if the arrangement is fixed-term or ongoing, including termination conditions
• Authority Limits: Outline exactly what actions the nominee can take without consulting the nominator
• Compliance Check: Review NZ Companies Act requirements and OIO regulations if applicable
• Documentation: Collect supporting evidence of ownership and any required regulatory permissions

• Party Identification: Full legal names, addresses, and roles of nominator and nominee
• Scope of Authority: Clear description of nominee's powers, duties, and limitations
• Indemnification Clause: Protection for nominee when acting within authorized scope
• Confidentiality Terms: Rules for handling sensitive information and trade secrets
• Termination Provisions: Conditions and process for ending the agreement
• Governing Law: Explicit statement that NZ law applies and jurisdiction details
• Reporting Requirements: Schedule and format for nominee's updates to nominator

A Nominee Agreement differs significantly from an Agency Agreement, though both involve one party acting for another. Understanding these distinctions helps you choose the right legal structure for your situation.

• Legal Relationship: Nominee arrangements create a more private relationship where the nominee acts as the apparent owner, while agency relationships are typically more transparent with the agent openly representing the principal
• Ownership Structure: Nominees hold legal title to assets while maintaining confidentiality of the true owner; agents never take ownership of assets they manage
• Scope of Authority: Nominees usually have narrower, specifically defined powers focused on holding assets or positions, while agents often have broader authority to negotiate and conduct business
• Regulatory Requirements: Nominee arrangements face stricter disclosure requirements under NZ law, particularly for company shares and property holdings, compared to standard agency relationships