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Entrusted Shareholding Agreement Template for Ireland

An Entrusted Shareholding Agreement under Irish law is a legal document that establishes and governs a trust arrangement where one party (the entrusted shareholder) holds shares on behalf of another party (the beneficial owner). The agreement is structured in accordance with Irish company law, particularly the Companies Act 2014, and trust legislation. It details the rights, obligations, and responsibilities of both parties, including voting rights, dividend distributions, and reporting requirements. The document ensures compliance with Irish regulatory requirements, including beneficial ownership reporting and anti-money laundering regulations, while providing a framework for the effective management of the entrusted shareholding relationship.

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What is a Entrusted Shareholding Agreement?

The Entrusted Shareholding Agreement is commonly used in Ireland when there is a need to separate legal and beneficial ownership of shares for legitimate business or strategic purposes. This arrangement may be required for various reasons, including corporate structuring, confidentiality requirements, or international business operations. The agreement complies with Irish legal requirements, including the Companies Act 2014 and relevant trust law, while addressing anti-money laundering and beneficial ownership reporting obligations. It provides comprehensive coverage of key aspects such as voting rights, dividend distributions, reporting requirements, and termination provisions. The document is particularly valuable for international businesses, investment structures, and situations where professional nominees are required to hold shares on behalf of beneficial owners.

What sections should be included in a Entrusted Shareholding Agreement?

1. Parties: Identification of the entrusting party (beneficial owner), the entrusted shareholder, and the company whose shares are subject to the agreement

2. Background: Context of the arrangement, including the company's details and the purpose of the entrusted shareholding arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Trust Period', 'Beneficial Interest', etc.

4. Declaration of Trust: Formal declaration establishing the trust relationship and confirming the entrusted shareholder holds the shares for the beneficial owner

5. Rights and Obligations of the Entrusted Shareholder: Detailed provisions regarding the entrusted shareholder's duties, including voting rights, attendance at meetings, and maintaining confidentiality

6. Rights of the Beneficial Owner: Specification of the beneficial owner's rights regarding dividends, voting instructions, and information rights

7. Economic Benefits: Arrangements for handling dividends, distributions, and other economic benefits derived from the shares

8. Voting Arrangements: Procedures for exercising voting rights and following the beneficial owner's instructions

9. Duration and Termination: Terms regarding the duration of the arrangement and circumstances for termination

10. Transfer Restrictions: Limitations on transferring the shares or beneficial interest

11. Representations and Warranties: Standard representations and warranties from both parties

12. Confidentiality: Provisions regarding the confidential nature of the arrangement and handling of sensitive information

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

What sections are optional to include in a Entrusted Shareholding Agreement?

1. Share Dealing Procedures: Detailed procedures for handling share transactions, required when trading of shares is contemplated

2. Tax Provisions: Specific arrangements for tax matters, necessary when complex tax implications are involved

3. Multiple Beneficial Owners: Additional provisions for cases involving multiple beneficial owners

4. Corporate Actions: Procedures for handling corporate actions like rights issues or share splits, needed for listed companies

5. Dispute Resolution: Alternative dispute resolution procedures, recommended for international parties

6. Power of Attorney: Specific powers granted to the entrusted shareholder, needed in cases requiring more extensive authority

7. Change of Control: Provisions dealing with change in control of either party, relevant for corporate beneficial owners

What schedules should be included in a Entrusted Shareholding Agreement?

1. Schedule 1 - Details of the Shares: Specific details of the shares subject to the trust, including share certificates numbers and class of shares

2. Schedule 2 - Initial Beneficial Owners: Detailed information about the beneficial owner(s), including ownership percentages if multiple owners

3. Schedule 3 - Voting Instructions Protocol: Detailed procedures for giving and acting on voting instructions

4. Schedule 4 - Fee Schedule: Details of any fees payable to the entrusted shareholder, if applicable

5. Schedule 5 - Reporting Requirements: Format and timing of reports to be provided to the beneficial owner

6. Appendix A - Form of Transfer Notice: Standard form for initiating transfer of shares or beneficial interest

7. Appendix B - Deed of Adherence: Template deed for new parties joining the arrangement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Cost

Free to use

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