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Nominee Shareholder Agreement Template for Pakistan

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement under Pakistani law for my family business where my brother will act as nominee shareholder for my 25% shareholding in our textile manufacturing company, with the arrangement to commence from January 2025."

Document background
The Nominee Shareholder Agreement is essential in Pakistani corporate structures where share ownership needs to be held through a nominee arrangement. This document is commonly used in situations involving family businesses, corporate restructuring, or where beneficial ownership needs to be separated from legal ownership for strategic or practical reasons. The agreement must comply with Pakistani legislation, particularly the Companies Act 2017 and SECP regulations, and includes comprehensive provisions for share management, voting rights, dividend distribution, and termination procedures. The Nominee Shareholder Agreement typically contains detailed clauses addressing fiduciary duties, compliance requirements, and reporting obligations, ensuring transparency while protecting the interests of both the nominee and beneficial owner.
Suggested Sections

1. Parties: Identifies the Nominee Shareholder and the Beneficial Owner with their full legal names and addresses

2. Background: Sets out the context of the agreement, including details of the company whose shares are subject to the nominee arrangement

3. Definitions: Defines key terms used throughout the agreement including 'Shares', 'Dividends', 'Voting Rights', etc.

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

5. Declaration of Trust: Nominee's declaration that they hold the shares in trust for the beneficial owner

6. Rights and Obligations of the Nominee: Details the nominee's responsibilities including voting, dividend collection, and record-keeping

7. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights to direct the nominee and obligations regarding fees and indemnification

8. Voting Instructions: Process for the beneficial owner to provide voting instructions to the nominee

9. Dividends and Distributions: Handling of dividends and other distributions received on the shares

10. Fees and Expenses: Payment terms for the nominee's services and reimbursement of expenses

11. Termination: Circumstances and process for terminating the nominee arrangement

12. Governing Law and Jurisdiction: Specifies Pakistani law as governing law and defines jurisdiction for disputes

Optional Sections

1. Foreign Investment Provisions: Required when the beneficial owner is a foreign entity, addressing compliance with FERA and foreign investment regulations

2. Anti-Money Laundering Compliance: Detailed AML provisions when dealing with high-risk jurisdictions or complex ownership structures

3. Corporate Actions: Procedures for handling rights issues, bonus shares, and other corporate actions when relevant

4. Replacement of Nominee: Process for appointing a replacement nominee, if this flexibility is desired

5. Confidentiality: Additional confidentiality provisions when dealing with sensitive business information

6. Power of Attorney: Including specific powers of attorney when the nominee needs broader authority

7. Tax Representations: Specific tax-related representations and warranties when complex tax structures are involved

Suggested Schedules

1. Schedule 1 - Share Details: Details of the shares subject to the nominee arrangement including share certificate numbers and class of shares

2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms

3. Schedule 3 - Voting Instruction Form: Standard form for the beneficial owner to provide voting instructions

4. Schedule 4 - Transfer Forms: Pre-signed share transfer forms for termination scenarios

5. Appendix A - Company Information: Details of the company whose shares are subject to the arrangement

6. Appendix B - KYC Documentation: Required identity and verification documents for both parties

7. Appendix C - Regulatory Declarations: Standard declarations required under Pakistani law for nominee arrangements

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

Relevant legal definitions




































Clauses





























Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Manufacturing

Technology

Retail

Energy

Healthcare

Professional Services

Family Businesses

Mining

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Corporate Finance

Investment Management

Risk Management

Board Secretariat

Corporate Affairs

Wealth Management

Corporate Strategy

Relevant Roles

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Corporate Governance Officer

Investment Manager

Director of Legal Affairs

Chief Legal Officer

Investment Advisor

Corporate Finance Manager

Board Director

Chief Financial Officer

Risk Management Officer

Corporate Structuring Specialist

Wealth Manager

Industries







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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