The Nominee Shareholder Agreement is a crucial document used in Hong Kong corporate structures where legal and beneficial ownership of shares need to be separated for legitimate business purposes. This arrangement is common in international business structures, family wealth management, and corporate reorganizations. The agreement must comply with Hong Kong's robust regulatory framework, including the Companies Ordinance (Cap. 622) and anti-money laundering regulations. The document typically includes detailed provisions on voting rights, dividend distributions, corporate actions, and termination procedures. A properly structured Nominee Shareholder Agreement helps maintain confidentiality while ensuring transparency with regulatory authorities and protecting both the nominee shareholder and beneficial owner's interests.
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1. Parties: Identifies the Nominee Shareholder and the Beneficial Owner
2. Background: Sets out the context of the agreement and the intention to create a nominee arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment of Nominee: Formal appointment of the nominee and acceptance of the role
5. Declaration of Trust: Nominee's declaration to hold shares in trust for the beneficial owner
6. Rights and Obligations of the Nominee: Details the nominee's duties, including voting rights, dividend handling, and record-keeping
7. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights to direct the nominee and obligations
8. Fees and Expenses: Details any fees payable to the nominee and responsibility for expenses
9. Indemnification: Provisions for indemnifying the nominee for actions taken under the agreement
10. Termination: Circumstances and procedures for terminating the nominee arrangement
11. Transfer of Shares: Procedures for transferring shares upon termination or as directed
12. Confidentiality: Obligations to maintain confidentiality of the arrangement and related information
13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
1. Power of Attorney: Optional section granting specific powers to the nominee, recommended for complex arrangements
2. Corporate Actions: Detailed procedures for handling corporate actions, needed for companies with frequent corporate activities
3. Anti-Money Laundering Compliance: Additional provisions for enhanced AML compliance, recommended for high-risk arrangements
4. Tax Matters: Provisions dealing with tax obligations and reporting, needed if tax implications are significant
5. Multiple Beneficial Owners: Additional provisions for arrangements involving multiple beneficial owners
6. Share Certificates: Specific provisions regarding the handling of physical share certificates, if applicable
1. Schedule 1 - Share Details: Details of the shares subject to the nominee arrangement, including share numbers and class
2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms, if applicable
3. Schedule 3 - Voting Instructions: Standard procedures and forms for giving voting instructions to the nominee
4. Appendix A - Form of Transfer: Standard form for share transfer to be used upon termination
5. Appendix B - Communications Protocol: Procedures and forms for communications between parties
6. Appendix C - Required Notices: Templates for various notices required under the agreement
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