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Nominee Shareholder Agreement

Nominee Shareholder Agreement Template for Austria

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement under Austrian law for a corporate nominee holding 1,000 shares in a private limited company on behalf of three international beneficial owners, with specific provisions for quarterly reporting and electronic voting procedures."

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Document background
A Nominee Shareholder Agreement is essential when implementing share ownership structures where legal and beneficial ownership need to be separated for legitimate business purposes. This document is commonly used in Austria for corporate structuring, investment holdings, and international business arrangements. The agreement must comply with Austrian corporate law, particularly regarding transparency requirements and beneficial ownership disclosure. The Nominee Shareholder Agreement includes comprehensive provisions covering share management, voting rights, dividend distribution, regulatory compliance, and termination procedures. It's particularly important in situations involving foreign investment, corporate restructuring, or where confidentiality is required while maintaining full legal compliance with Austrian regulatory requirements.
Suggested Sections

1. Parties: Identification of the Nominee Shareholder and the Beneficial Owner(s), including full legal names, registration numbers, and addresses

2. Background: Context of the nominee arrangement, including details of the relevant company and shares

3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Company', 'Nominee Services', 'Beneficial Owner'

4. Appointment of Nominee: Terms of appointment and scope of nominee's role

5. Declaration of Trust: Formal declaration that shares are held in trust for the beneficial owner

6. Rights and Obligations of the Nominee: Detailed responsibilities including voting, dividend collection, and record-keeping

7. Rights and Obligations of the Beneficial Owner: Powers retained by the beneficial owner, including instruction rights and financial obligations

8. Fees and Expenses: Payment terms for nominee services and allocation of costs

9. Regulatory Compliance: Obligations regarding beneficial ownership disclosure, anti-money laundering regulations, and other legal requirements

10. Duration and Termination: Term of the agreement and circumstances for termination

11. Transfer of Shares: Procedures for transferring shares upon termination or as instructed

12. Confidentiality: Confidentiality obligations of both parties

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

Optional Sections

1. Multiple Beneficial Owners: Required when shares are held for multiple beneficial owners, defining the relationship between owners

2. Stock Exchange Requirements: Necessary for nominee arrangements involving listed shares, addressing disclosure requirements

3. Power of Attorney: Optional section granting specific powers to the nominee for executing documents

4. Tax Matters: Detailed provisions on tax reporting and withholding responsibilities

5. Insurance: Requirements for professional indemnity insurance for the nominee

6. Force Majeure: Provisions for unforeseen circumstances affecting the nominee arrangement

7. Electronic Communications: Procedures for electronic voting and communications between parties

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares subject to the nominee arrangement

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

3. Schedule 3 - Voting Instructions Form: Template for beneficial owner to provide voting instructions

4. Schedule 4 - Transfer Instructions Form: Template for share transfer instructions

5. Schedule 5 - Compliance Procedures: Detailed procedures for regulatory compliance and reporting

6. Schedule 6 - Power of Attorney Form: Standard form of power of attorney if required

7. Appendix A - Company Constitution: Copy of the relevant company's constitution or articles

8. Appendix B - Regulatory Declarations: Required regulatory declarations and forms

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Appointment
Declaration of Trust
Nominee Services
Voting Rights
Dividends and Distributions
Share Transfers
Regulatory Compliance
Anti-Money Laundering
Beneficial Ownership
Fees and Expenses
Representations and Warranties
Confidentiality
Data Protection
Powers of Attorney
Record Keeping
Instructions
Reporting Requirements
Indemnification
Liability Limitations
Term and Duration
Termination
Force Majeure
Notices
Assignment
Entire Agreement
Severability
Amendments
Governing Law
Dispute Resolution
Electronic Communications
Relevant Industries

Financial Services

Investment Management

Corporate Services

Legal Services

Private Equity

Venture Capital

Real Estate Investment

Family Office Services

Trust and Fiduciary Services

Banking

Professional Services

Relevant Teams

Legal

Compliance

Corporate Services

Company Secretarial

Investment Management

Corporate Governance

Regulatory Affairs

Trust Administration

Corporate Strategy

Risk Management

Relevant Roles

Corporate Lawyer

Legal Counsel

Compliance Officer

Company Secretary

Corporate Services Manager

Trust Administrator

Investment Manager

Legal Director

Corporate Governance Officer

Fiduciary Services Manager

Regulatory Compliance Manager

Corporate Structure Specialist

Investment Director

Chief Legal Officer

Company Director

Industries
Austrian Stock Corporation Act (Aktiengesetz): Regulates stock corporations and shareholder rights, including provisions on share transfers, voting rights, and shareholder obligations
Limited Liability Companies Act (GmbH-Gesetz): Governs GmbH companies and contains provisions relevant to shareholder arrangements and share transfers
Austrian Civil Code (ABGB): Contains fundamental contract law principles applicable to nominee agreements, including formation, performance, and termination of contracts
Financial Market Anti-Money Laundering Act (FM-GwG): Establishes requirements for beneficial ownership disclosure and prevention of money laundering through corporate structures
Austrian Banking Act (Bankwesengesetz): Relevant for nominee arrangements involving financial institutions or custody services
Austrian Securities Supervision Act (Wertpapieraufsichtsgesetz): Applicable when nominee arrangements involve publicly traded shares or securities
Austrian Tax Code (Bundesabgabenordnung): Contains provisions on tax treatment of nominee arrangements and beneficial ownership reporting requirements
Austrian Commercial Code (Unternehmensgesetzbuch): Provides general framework for commercial relationships and corporate documentation requirements
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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