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Entrusted Shareholding Agreement
"I need an Entrusted Shareholding Agreement under Belgian law for a family-owned manufacturing company where a professional corporate services provider will hold 30% of shares as nominee for three siblings, with quarterly reporting requirements and pre-agreed voting instructions."
1. Parties: Identification of the Entrusting Shareholder (beneficial owner) and the Entrusted Shareholder (nominee)
2. Background: Context of the arrangement, including details of the relevant company and reasons for the entrusted shareholding structure
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Entrusted Rights', 'Voting Rights', etc.
4. Appointment and Acceptance: Formal appointment of the Entrusted Shareholder and their acceptance of the role
5. Share Transfer and Registration: Process and conditions for the transfer of shares to the Entrusted Shareholder
6. Rights and Obligations of the Entrusted Shareholder: Detailed responsibilities including voting rights exercise, dividend handling, and record-keeping
7. Rights of the Beneficial Owner: Reserved rights and powers of the Entrusting Shareholder
8. Instructions and Communication: Procedures for giving and following instructions regarding share-related matters
9. Fees and Expenses: Compensation structure for the Entrusted Shareholder and allocation of costs
10. Duration and Termination: Term of the agreement and circumstances allowing termination
11. Return of Shares: Process for transferring shares back to the beneficial owner or their nominee
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Tax Matters: Specific arrangements regarding tax obligations and responsibilities - include when tax implications are significant or complex
2. Regulatory Compliance: Specific obligations regarding regulatory filings and compliance - include when dealing with regulated industries or listed companies
3. Share Dealing Restrictions: Specific restrictions on share transfers or dealings - include when there are complex share dealing rules or insider trading concerns
4. Multiple Beneficial Owners: Provisions for handling multiple beneficial owners - include when shares are held for more than one beneficial owner
5. Force Majeure: Provisions for handling extraordinary events - include when requested by parties or in jurisdictions where this is customary
6. Anti-Money Laundering Provisions: Specific AML compliance obligations - include when dealing with high-risk jurisdictions or complex ownership structures
1. Schedule 1 - Share Details: Details of the shares subject to the agreement, including share numbers, classes, and nominal values
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, expenses, and payment terms
3. Schedule 3 - Instruction Procedures: Detailed procedures for giving and acting on instructions
4. Schedule 4 - Reporting Requirements: Format and frequency of reports to be provided to the beneficial owner
5. Appendix A - Power of Attorney: Form of power of attorney granted to the Entrusted Shareholder
6. Appendix B - Board Resolution: Template board resolution acknowledging the entrusted shareholding arrangement
7. Appendix C - Compliance Checklist: Checklist of regulatory and compliance requirements
Authors
Share Transfer
Voting Rights
Dividend Rights
Information Rights
Record Keeping
Instructions
Duties and Obligations
Standard of Care
Fees and Expenses
Representations and Warranties
Indemnification
Confidentiality
Regulatory Compliance
Anti-Money Laundering
Data Protection
Notices
Assignment
Amendment
Force Majeure
Termination
Return of Shares
Dispute Resolution
Governing Law
Severability
Entire Agreement
Counterparts
Financial Services
Private Equity
Investment Management
Corporate Services
Family Offices
Professional Services
Banking
Real Estate
Manufacturing
Technology
Retail
Energy
Legal
Corporate Secretariat
Compliance
Finance
Corporate Governance
Risk Management
Investment
Board of Directors
Executive Management
Shareholder Relations
Legal Counsel
Corporate Lawyer
Company Secretary
Compliance Officer
Chief Legal Officer
Corporate Services Manager
Trust Officer
Investment Manager
Chief Financial Officer
Financial Director
Corporate Governance Officer
Risk Manager
Board Director
Managing Director
Shareholder Relations Manager
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