Nominee Agreement Template for Switzerland

A Nominee Agreement lets someone act officially on behalf of another person while keeping the true owner's identity private. In Swiss business practice, these agreements are common when managing assets, holding shares, or conducting transactions where confidentiality matters.

Under Swiss law, the nominee (called a "fiduciary" or "Treuh��nder") must follow strict rules about transparency with banks and authorities, despite maintaining public discretion. The agreement spells out how the nominee will handle decisions, voting rights, and financial matters while protecting both parties' interests. This setup is particularly useful in Swiss financial services, real estate deals, and corporate governance.

Consider using a Nominee Agreement when you need to maintain privacy while conducting legitimate business transactions in Switzerland. This arrangement proves valuable for international investors managing Swiss real estate portfolios, family offices structuring wealth management solutions, or companies requiring confidential share ownership during sensitive corporate restructuring.

The agreement becomes essential when handling cross-border investments, managing complex estate planning, or navigating mergers and acquisitions where temporary confidentiality serves a legitimate business purpose. Swiss banks and regulators require clear documentation of these arrangements, particularly for anti-money laundering compliance and tax transparency obligations.

• Share Nominee Agreement: Used for holding company shares on behalf of beneficial owners, common in corporate structuring and M&A deals
• Asset Management Nominee: Designed for managing investment portfolios or financial assets while maintaining client privacy
• Real Estate Nominee: Specifically structured for property transactions and holdings in Swiss real estate markets
• Trading Account Nominee: Facilitates securities trading while meeting Swiss banking transparency requirements
• Trust-Style Nominee: Combines nominee functions with trust-like features for family wealth management

• Nominee (Fiduciary): Usually a Swiss bank, lawyer, or trust company that agrees to act as the official representative
• Principal (Beneficial Owner): The actual owner who maintains control while remaining private, often international investors or wealthy families
• Legal Advisors: Swiss attorneys who draft and review the Nominee Agreement to ensure compliance with local regulations
• Financial Institutions: Banks and investment firms that process transactions and maintain accounts under the arrangement
• Regulatory Bodies: FINMA and other Swiss authorities that oversee these arrangements for compliance and transparency

• Identity Details: Gather complete information for both nominee and principal, including legal names, addresses, and Swiss identification numbers
• Asset Specifics: Document exact details of shares, property, or assets being managed under the agreement
• Scope Definition: Outline specific powers granted to the nominee, including voting rights and transaction limits
• Compliance Check: Verify anti-money laundering requirements and tax transparency obligations under Swiss law
• Duration Terms: Specify agreement length, termination conditions, and succession arrangements
• Documentation: Prepare supporting evidence of ownership and authority to enter the agreement

• Party Details: Full legal identities of nominee and principal, including Swiss business registration numbers
• Asset Description: Precise details of properties, shares, or assets covered by the agreement
• Powers and Duties: Clear outline of nominee's authority, voting rights, and responsibilities
• Compensation Terms: Fee structure and payment arrangements for nominee services
• Confidentiality: Privacy obligations and information handling requirements under Swiss law
• Termination Clause: Conditions for ending the agreement and asset transfer procedures
• Governing Law: Explicit statement of Swiss law application and jurisdiction

A Nominee Agreement differs significantly from an Agency Agreement in several key aspects, though both involve one party acting on behalf of another. The main distinction lies in their purpose and transparency requirements under Swiss law.

• Purpose and Privacy: Nominee Agreements primarily focus on confidential asset holding, while Agency Agreements openly declare the representative relationship to third parties
• Legal Authority: Nominees hold assets in their own name but for the principal's benefit, whereas agents act directly in the principal's name
• Disclosure Requirements: Nominee arrangements require specific disclosures to Swiss authorities and banks, while agency relationships typically operate with more public transparency
• Duration and Scope: Nominee arrangements often involve long-term asset holding, while agency relationships usually cover specific transactions or time-limited business activities