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Beneficial Owner Agreement
"I need a Beneficial Owner Agreement for a Philippine manufacturing company where a Singapore-based investment fund will be the beneficial owner of 30% shareholding, to be effective from March 1, 2025, with specific provisions for dividend rights and quarterly reporting requirements."
1. Parties: Identification of the legal owner and beneficial owner, including complete details as required by Philippine regulations
2. Background: Context of the agreement, including details of the assets or shares subject to beneficial ownership
3. Definitions: Key terms used in the agreement, including 'beneficial owner', 'legal owner', 'assets', and regulatory terms
4. Declaration of Beneficial Ownership: Clear statement of beneficial ownership arrangement and percentage of ownership
5. Rights and Powers of the Beneficial Owner: Detailed description of the beneficial owner's rights, including voting rights, dividend rights, and decision-making powers
6. Obligations of the Legal Owner: Responsibilities of the legal owner in managing and protecting the beneficial owner's interests
7. Regulatory Compliance: Provisions ensuring compliance with Philippine laws, including Anti-Money Laundering Act and SEC requirements
8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
9. Confidentiality: Provisions regarding the confidentiality of the arrangement and handling of sensitive information
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution requirements
1. Foreign Ownership Compliance: Required when the beneficial owner is foreign, addressing compliance with Foreign Investments Act restrictions
2. Stock Exchange Requirements: Required for beneficial ownership of shares in listed companies, addressing disclosure requirements
3. Tax Provisions: Detailed tax arrangements between parties, particularly relevant for international beneficial ownership structures
4. Anti-Dilution Rights: Protection mechanisms for the beneficial owner's interest in case of corporate actions
5. Nominee Arrangements: Required when involving nominee shareholders or directors
6. Change Control Provisions: Procedures for handling changes in beneficial ownership or corporate control
7. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation
1. Schedule 1 - Asset Details: Detailed description of the assets or shares subject to beneficial ownership
2. Schedule 2 - Beneficial Ownership Structure: Diagram or detailed explanation of the ownership structure
3. Schedule 3 - Required Notices and Filings: List of regulatory notifications and filings required under Philippine law
4. Schedule 4 - Reporting Requirements: Timeline and format of regular reports to be provided to the beneficial owner
5. Appendix A - Specimen Signatures: Authorized signatures of both parties and their representatives
6. Appendix B - Compliance Checklist: Checklist of regulatory requirements and periodic compliance obligations
7. Appendix C - Power of Attorney: If applicable, power of attorney granted by beneficial owner to legal owner
Authors
Financial Services
Real Estate
Investment Management
Banking
Mining
Manufacturing
Retail
Technology
Telecommunications
Professional Services
Energy
Infrastructure
Legal
Compliance
Corporate Secretarial
Risk Management
Finance
Corporate Governance
Regulatory Affairs
Investment Management
Due Diligence
Corporate Services
Board Administration
Corporate Secretary
Compliance Officer
Legal Counsel
Chief Legal Officer
Corporate Governance Officer
Risk Manager
Chief Financial Officer
Investment Manager
Company Director
Board Secretary
Regulatory Affairs Manager
Due Diligence Officer
Corporate Services Manager
Trust Officer
Investment Relations Officer
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