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Nominee Shareholder Agreement

Nominee Shareholder Agreement Template for Malaysia

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement for a Malaysian tech startup where a corporate services provider will act as nominee for three foreign investors, with specific provisions for quarterly reporting and electronic voting procedures."

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Document background
The Nominee Shareholder Agreement is a crucial document used in Malaysian corporate structures when shares need to be held by a nominee on behalf of the actual beneficial owner. This arrangement is common in situations involving foreign investment, corporate restructuring, or when maintaining confidentiality is important. The agreement must comply with Malaysian Companies Act 2016, AMLATFPUAA, and other relevant regulations. It specifies the nominee's duties, beneficial owner's rights, voting procedures, dividend handling, and termination conditions. The document is essential for protecting both parties' interests and ensuring transparency in beneficial ownership as required by Malaysian law.
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

4. Appointment of Nominee: Formal appointment of the nominee and acknowledgment of the beneficial ownership arrangement

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

6. Powers and Duties of Nominee: Details the nominee's responsibilities, including voting rights, dividend collection, and record-keeping obligations

7. Rights of Beneficial Owner: Specifies the beneficial owner's rights to direct the nominee's actions and receive economic benefits

8. Fees and Expenses: Outlines any fees payable to the nominee and responsibility for expenses

9. Indemnification: Provisions for the beneficial owner to indemnify the nominee against liabilities

10. Termination: Circumstances and procedures for terminating the nominee arrangement

11. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and determines jurisdiction for disputes

Optional Sections

1. Confidentiality: Additional provisions for maintaining confidentiality of the arrangement, recommended when dealing with sensitive business information

2. Anti-Money Laundering Compliance: Specific provisions for AML compliance, particularly important when dealing with foreign beneficial owners

3. Share Transfer Restrictions: Additional restrictions on transfer of shares, important when company has specific transfer limitations

4. Corporate Actions: Detailed procedures for handling corporate actions like rights issues or bonus shares

5. Multiple Beneficial Owners: Required when shares are held for multiple beneficial owners

6. Dispute Resolution: Alternative dispute resolution procedures, recommended for international arrangements

Suggested Schedules

1. Schedule 1: Share Details: Details of the shares held under nominee arrangement, including share certificate numbers and quantities

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

3. Schedule 3: Voting Instructions Protocol: Procedures for providing and acting on voting instructions

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

5. Appendix B: KYC Documentation: List of required Know Your Customer documents and compliance requirements

6. Appendix C: Power of Attorney: Standard form of power of attorney authorizing nominee to act on beneficial owner's behalf

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
























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Relevant Industries

Financial Services

Investment Management

Corporate Services

Real Estate

Private Equity

Family Office

International Trade

Professional Services

Manufacturing

Technology

Relevant Teams

Legal

Compliance

Corporate Secretarial

Risk Management

Investment

Corporate Governance

Trust Administration

Corporate Services

Board of Directors

Relevant Roles

Corporate Lawyer

Company Secretary

Legal Counsel

Compliance Officer

Investment Manager

Corporate Services Manager

Director of Legal Affairs

Chief Legal Officer

Company Director

Trust Administrator

Corporate Governance Officer

Risk 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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