Entrusted Shareholding Agreement Template for Belgium

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Key Requirements PROMPT example:

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."

Document background
The Entrusted Shareholding Agreement is commonly used in Belgian business practice when there is a need to separate legal and beneficial ownership of shares for legitimate business, administrative, or strategic purposes. This arrangement might be employed in various scenarios, such as implementing employee share schemes, facilitating corporate restructuring, or managing family wealth. The agreement must carefully navigate Belgian civil law requirements, as Belgium does not recognize common law trusts. The document establishes the fiduciary relationship between the Entrusted Shareholder and the Beneficial Owner, detailing their respective rights and obligations while ensuring compliance with Belgian corporate law, financial regulations, and anti-money laundering requirements. It is particularly important that the agreement explicitly addresses the exercise of shareholder rights, dividend handling, and voting procedures to prevent any ambiguity under Belgian law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant Industries

Financial Services

Private Equity

Investment Management

Corporate Services

Family Offices

Professional Services

Banking

Real Estate

Manufacturing

Technology

Retail

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Risk Management

Investment

Board of Directors

Executive Management

Shareholder Relations

Relevant Roles

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

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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