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A Nominee Agreement lets one party (the nominator) appoint another party (the nominee) to act on their behalf while keeping the nominator's identity private. In Dutch business practice, these agreements often come into play when companies need a local representative to handle administrative tasks or hold assets without revealing the ultimate owner.

Under Dutch law, nominee arrangements must be transparent to regulatory authorities, even when private to the public. The agreement spells out the nominee's duties, compensation, and liability limits while ensuring compliance with Dutch anti-money laundering rules and the UBO register requirements. Banks and notaries typically require these agreements when nominees manage accounts or sign documents.

Nominee Agreements become essential when foreign companies need a local presence in the Netherlands without establishing a full subsidiary. They're particularly valuable for international businesses testing the Dutch market, managing property investments, or handling administrative duties through a trusted representative.

Common situations include appointing a Dutch nominee director to fulfill local residency requirements, managing real estate transactions where privacy matters, or handling sensitive business negotiations. The agreement protects both parties by clearly defining roles and responsibilities while meeting Dutch regulatory requirements for transparency and UBO registration.

• Standard Director Nominee: Used when appointing a local director to meet Dutch residency requirements, detailing management powers and liability protection
• Asset Holding Nominee: Common for real estate and investment management, specifying asset control and beneficial ownership arrangements
• Administrative Service Nominee: Focuses on day-to-day business operations, mail handling, and regulatory compliance duties
• Corporate Representation Nominee: Designed for companies needing local representation for specific transactions or contract negotiations
• Share Nominee: Used for holding company shares on behalf of beneficial owners, with clear voting rights and dividend arrangements

• Foreign Business Owners: Act as nominators, appointing Dutch representatives to manage their local interests while maintaining privacy
• Professional Nominees: Dutch residents or firms who serve as directors, shareholders, or representatives for foreign companies
• Legal Advisors: Draft and review Nominee Agreements to ensure compliance with Dutch law and protect both parties' interests
• Corporate Service Providers: Offer nominee services and help maintain proper documentation for regulatory compliance
• Dutch Tax Authorities: Monitor nominee relationships for proper tax reporting and UBO registration compliance

• Identify Parties: Gather complete details of both nominator and nominee, including registration numbers and addresses
• Define Scope: List specific powers, duties, and limitations of the nominee's authority
• Document Assets: Detail any properties, shares, or accounts the nominee will manage
• Set Duration: Specify the agreement's term and termination conditions
• Compliance Check: Ensure alignment with Dutch UBO requirements and anti-money laundering laws
• Fee Structure: Outline compensation, expense reimbursement, and payment terms
• Use Our Platform: Generate a legally-sound document that includes all mandatory elements for Dutch law

• Party Details: Full legal names, addresses, and registration numbers of nominator and nominee
• Scope of Authority: Detailed description of nominee's powers, duties, and limitations
• Duration Clause: Clear start date and term length, including termination conditions
• Indemnification: Protection clauses for nominee acting within agreed scope
• Compensation Terms: Fee structure, payment schedule, and expense reimbursement
• Confidentiality: Privacy obligations and data protection compliance
• UBO Declaration: Ultimate beneficial ownership disclosure as per Dutch law
• Governing Law: Explicit statement of Dutch law jurisdiction

A Nominee Agreement differs significantly from an Agency Agreement in several key aspects, though both involve one party acting on behalf of another. The main distinction lies in the disclosure of relationships and the scope of authority.

• Transparency: Nominee arrangements typically keep the principal's identity private, while agency relationships are usually openly disclosed to third parties
• Scope of Authority: Agency agreements generally grant broader decision-making powers, while nominee arrangements often limit authority to specific administrative tasks
• Legal Responsibility: Nominees act in their own name but for the benefit of the nominator, while agents directly represent their principal's interests
• Regulatory Requirements: Nominee agreements in the Netherlands must comply with UBO registration rules, while agency agreements focus more on commercial representation standards