The Entrusted Shareholding Agreement is a crucial document used in Hong Kong when establishing nominee shareholding arrangements, commonly employed for legitimate business planning, confidentiality requirements, or corporate structuring purposes. This agreement is particularly relevant in situations where legal ownership needs to be separated from beneficial ownership, such as in international business structures, family wealth planning, or corporate reorganizations. The document comprehensively addresses the relationship between the nominee shareholder and the beneficial owner, ensuring compliance with Hong Kong's regulatory requirements, including the Companies Ordinance, Securities and Futures Ordinance, and anti-money laundering regulations. It provides detailed mechanisms for exercising shareholder rights, handling corporate actions, and managing the eventual transfer or termination of the arrangement.
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1. Parties: Identification of the Beneficial Owner and the Nominee Shareholder
2. Background: Context of the arrangement, including details of the company whose shares are being held
3. Definitions: Key terms used throughout the agreement
4. Appointment and Declaration of Trust: Formal appointment of nominee and declaration of trust over shares
5. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee shareholder including voting, dividends, and corporate actions
6. Rights and Instructions of the Beneficial Owner: Powers retained by the beneficial owner and mechanism for giving instructions
7. Consideration and Costs: Fees, expenses, and payment terms for the nominee arrangement
8. Representations and Warranties: Key statements and guarantees by both parties
9. Confidentiality: Obligations regarding confidential information
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Share Transfer Provisions: Process for transferring shares upon termination or as instructed
12. Indemnification: Mutual indemnification provisions and liability limitations
13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-Money Laundering Compliance: Additional provisions for AML compliance when dealing with regulated entities or high-risk situations
2. Tax Matters: Specific provisions regarding tax obligations and reporting when tax implications are significant
3. Corporate Actions: Detailed procedures for handling specific corporate actions when complex corporate events are anticipated
4. Security Interest: Provisions for creating security over the shares when required as collateral
5. Nominee Director Provisions: Additional provisions if the arrangement includes nominee directorship services
6. Power of Attorney: Specific power of attorney provisions when broader authority is needed
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 fees and payment terms
3. Schedule 3 - Company Information: Details of the company whose shares are being held
4. Schedule 4 - Deed of Indemnity: Form of indemnity to be executed alongside the agreement
5. Schedule 5 - Form of Instructions: Template for beneficial owner to issue instructions to nominee
6. Appendix A - Powers of Attorney: Form of power of attorney if required
7. Appendix B - Share Transfer Forms: Pre-signed share transfer forms for contingency
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