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Nominee Agreement
I need a nominee agreement to appoint a nominee shareholder to hold shares on behalf of the beneficial owner, ensuring confidentiality and compliance with local regulations. The agreement should outline the nominee's responsibilities, the duration of the arrangement, and include clauses for termination and indemnification.
What is a Nominee Agreement?
A Nominee Agreement lets someone act legally on behalf of another person or company while keeping the real owner's identity private. In Singapore's business world, these agreements often come into play when foreign companies want local directors to represent them, or when shareholders need nominees to hold shares on their behalf.
The agreement carefully spells out the nominee's duties, confirms they're just acting on instructions, and protects the true owner's rights. Under Singapore law, both parties must follow strict disclosure rules and avoid any illegal nominee arrangements, especially those involving company directorships or share ownership that could violate the Companies Act.
When should you use a Nominee Agreement?
Consider using a Nominee Agreement when you need a trusted representative to hold assets or positions on your behalf in Singapore. Common scenarios include foreign companies appointing local nominee directors to meet residency requirements, or investors using nominees to maintain privacy while holding shares or property.
The agreement becomes essential when structuring complex business arrangements, estate planning, or managing overseas investments. For example, family offices often use nominees to handle wealth management discreetly, while startups might need nominees during their initial setup phase to meet local incorporation requirements. Just ensure your arrangement complies with Singapore's strict disclosure rules and corporate governance standards.
What are the different types of Nominee Agreement?
- Nominee Director Agreement: Used when appointing local directors to represent foreign companies, outlining their duties and limitations
- Nominee Declaration Of Trust: Documents a nominee holding assets in trust for the real owner, common in property and share arrangements
- Nominee Director Indemnity Agreement: Protects nominee directors from personal liability while serving in their role
- Nomination Agreement: Broader agreement covering various nominee relationships, including shareholding and asset management
Who should typically use a Nominee Agreement?
- Foreign Companies: Engage nominees to meet Singapore's local director requirements and establish business presence
- Nominee Directors: Local professionals who formally represent companies while following instructions from actual owners
- Corporate Service Providers: Draft agreements and manage nominee arrangements for their clients
- Legal Advisors: Review and structure agreements to ensure compliance with Singapore's Companies Act
- Beneficial Owners: The real parties behind nominee arrangements who maintain control while keeping privacy
- Compliance Officers: Monitor nominee relationships to prevent misuse and ensure proper disclosure
How do you write a Nominee Agreement?
- Identify Parties: Gather full legal names, addresses, and registration details of both nominee and principal
- Define Scope: List specific powers, duties, and limitations of the nominee's authority
- Document Assets: Detail any properties, shares, or positions covered by the arrangement
- Set Duration: Specify the agreement's term and conditions for termination
- Outline Compensation: State fees, payment terms, and reimbursement policies
- Verify Compliance: Check against Singapore's Companies Act requirements and disclosure rules
- Generate Agreement: Use our platform to create a legally-sound document that includes all mandatory elements
What should be included in a Nominee Agreement?
- Party Details: Complete legal names, addresses, and registration numbers of nominee and principal
- Scope of Authority: Clear description of nominee's powers, duties, and limitations
- Asset Declaration: Detailed list of properties or positions under nominee control
- Indemnification Clause: Protection for nominee against liabilities from authorized actions
- Termination Terms: Conditions and process for ending the arrangement
- Confidentiality: Rules for handling sensitive information and trade secrets
- Governing Law: Express submission to Singapore jurisdiction and applicable regulations
- Compliance Statement: Confirmation of adherence to Companies Act requirements
What's the difference between a Nominee Agreement and an Agency Agreement?
A Nominee Agreement differs significantly from an Agency Agreement in several key aspects, though both involve one party acting on behalf of another. While they might seem similar at first glance, their legal implications and purposes in Singapore's business context are quite distinct.
- Legal Relationship: Nominee agreements create a relationship where the nominee appears as the legal owner while hiding the true owner's identity. Agency agreements openly establish a principal-agent relationship with clear disclosure of both parties
- Scope of Authority: Nominees typically have limited authority and must follow strict instructions, while agents often have broader discretionary powers to act in the principal's interests
- Disclosure Requirements: Nominee arrangements must comply with specific disclosure rules under Singapore's Companies Act, whereas agency relationships follow general contract law principles
- Duration and Purpose: Nominee agreements often serve long-term structural purposes like holding assets or positions, while agency agreements usually focus on specific transactions or time-limited business activities
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