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Nominee Shareholder Agreement

Nominee Shareholder Agreement Template for Belgium

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement under Belgian law for a Luxembourg investment company acting as nominee for a family office, holding 25% of shares in a Belgian private limited company, with the agreement to commence from March 1, 2025."

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Document background
The Nominee Shareholder Agreement is essential in Belgian corporate structures where shares are held by one party (the nominee) on behalf of another (the beneficial owner). This arrangement is commonly used in international business structures, investment schemes, and corporate governance frameworks. The document, drafted under Belgian law, must comply with the Belgian Code of Companies and Associations (BCCA) and relevant EU regulations. A properly structured Nominee Shareholder Agreement includes provisions for UBO registration, anti-money laundering compliance, and transparent reporting of beneficial ownership. The agreement typically details voting rights, dividend handling, nominee obligations, termination procedures, and regulatory compliance requirements. It's particularly important in scenarios involving international investments, corporate restructuring, or when maintaining confidentiality while ensuring legal transparency.
Suggested Sections

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

2. Background: Context of the nominee arrangement, including details of the company whose shares are subject to the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Nominee Services', 'Beneficial Owner', 'Company', and other relevant terms

4. Appointment of Nominee: Formal appointment of the nominee and scope of nominee services

5. Declaration of Trust: Clear statement that the nominee holds the shares in trust for the beneficial owner

6. Rights and Obligations of the Nominee: Detailed description of the nominee's duties, including voting rights, dividend handling, and reporting obligations

7. Rights and Obligations of the Beneficial Owner: Specification of the beneficial owner's rights, including instruction rights and information access

8. Fees and Expenses: Details of nominee service fees, payment terms, and responsibility for expenses

9. Compliance Requirements: Obligations regarding UBO registration, anti-money laundering requirements, and other regulatory compliance

10. Duration and Termination: Term of the agreement and circumstances under which it can be terminated

11. Transfer of Shares: Procedures for transferring shares and ending the nominee arrangement

12. Confidentiality: Confidentiality obligations of both parties

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

14. General Provisions: Standard provisions including notices, amendments, and severability

Optional Sections

1. Power of Attorney: Detailed powers granted to the nominee, recommended when specific voting or representation rights need to be formally documented

2. Tax Matters: Specific provisions regarding tax handling and reporting, necessary when complex tax implications are involved

3. Indemnification: Specific indemnification provisions, recommended for high-value arrangements or complex corporate structures

4. Insurance Requirements: Obligations regarding insurance coverage, relevant when dealing with high-value shares or regulated entities

5. Dispute Resolution: Alternative dispute resolution procedures, recommended for international arrangements

6. Corporate Actions: Specific procedures for handling corporate actions like rights issues or mergers, necessary for listed companies

7. Reporting Requirements: Additional reporting obligations, necessary when dealing with regulated entities or complex corporate structures

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of the shares subject to the nominee arrangement, including share certificates numbers and class of shares

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

3. Schedule 3 - Voting Instructions Protocol: Procedures for providing and acting on voting instructions

4. Schedule 4 - Form of Power of Attorney: Template power of attorney document for specific actions

5. Schedule 5 - Compliance Procedures: Detailed procedures for ensuring compliance with Belgian regulatory requirements

6. Appendix A - Company Information: Details of the company whose shares are subject to the agreement

7. Appendix B - UBO Registration Requirements: Summary of Belgian UBO registration requirements and procedures

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
Relevant legal definitions
Agreement
Applicable Law
Articles of Association
Belgian Code of Companies and Associations
Beneficial Owner
Beneficial Ownership
Business Day
Company
Confidential Information
Corporate Actions
Dividend
Effective Date
Encumbrance
Exercise Notice
Financial Year
Force Majeure Event
Governing Law
Indemnified Party
Instruction
Legal Representative
Losses
Material Adverse Change
Nominee
Nominee Services
Notice
Parties
Power of Attorney
Register of Shareholders
Registered Office
Regulatory Authority
Related Party
Relevant Jurisdiction
Services
Share Transfer
Shareholder Rights
Shares
Term
Termination Date
Termination Notice
Transaction Documents
UBO Register
Ultimate Beneficial Owner
Voting Rights
Working Hours
Relevant Industries

Financial Services

Investment Management

Corporate Services

Professional Services

Banking

Private Equity

Real Estate

International Trade

Family Office Services

Wealth Management

Corporate Governance

Business Services

Relevant Teams

Legal

Compliance

Corporate Services

Corporate Governance

Risk Management

Company Secretariat

Investment Management

Finance

Administrative Services

Shareholder Services

Relevant Roles

Legal Counsel

Corporate Lawyer

Compliance Officer

Company Secretary

Corporate Services Manager

Trust Officer

Investment Manager

Legal Director

Corporate Governance Officer

Risk Manager

Company Director

Shareholder Services Manager

Corporate Administrator

Financial Controller

Business Development Manager

Industries
Belgian Code of Companies and Associations (BCCA): The primary legislation governing corporate structures, shareholder rights, and obligations in Belgium. It provides the legal framework for shareholder agreements and corporate governance.
Belgian Civil Code: Contains fundamental contract law principles that apply to nominee arrangements, including formation of contracts, good faith requirements, and contractual obligations.
Belgian Anti-Money Laundering Law of 18 September 2017: Implements EU AML directives and requires transparency in beneficial ownership structures, particularly relevant for nominee arrangements.
Belgian Royal Decree on UBO Register: Requires registration of ultimate beneficial owners in the UBO register, which is particularly relevant for nominee shareholder structures.
EU Directive 2015/849 (4th AML Directive): European legislation implemented in Belgian law requiring transparency in beneficial ownership and corporate structures.
Belgian Income Tax Code: Governs the tax implications of nominee arrangements, including dividend taxation and reporting requirements.
Belgian Financial Services and Markets Authority (FSMA) Regulations: Relevant regulations concerning financial markets and securities, particularly if the nominee arrangement involves listed companies.
EU Shareholder Rights Directive II (as implemented in Belgian law): Governs shareholder identification, exercise of rights, and transparency requirements, particularly relevant for institutional investors acting as nominees.
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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