The Nominee Shareholder Agreement is a crucial document used in Switzerland when establishing arrangements where one party (the nominee) holds shares on behalf of another party (the beneficial owner). This arrangement is common in various business contexts, including corporate structuring, privacy preservation, and administrative convenience. The agreement must comply with Swiss regulatory requirements, particularly regarding transparency and beneficial ownership disclosure. A properly structured Nominee Shareholder Agreement should address voting rights, dividend handling, regulatory compliance, and reporting obligations while ensuring alignment with Swiss corporate law and financial market regulations. This document is essential for maintaining legal clarity and protecting the interests of all parties involved in the nominee arrangement.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
Alternatively...
1. Parties: Identification of the Nominee Shareholder and the Beneficial Owner, including full legal names, addresses, and registration details if corporate entities
2. Background: Context of the nominee arrangement, including details of the relevant company whose shares are subject to the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Nominee Services', 'Dividends', etc.
4. Appointment of Nominee: Formal appointment of the nominee and scope of their authority to hold shares
5. Declaration of Trust: Explicit declaration that shares are held in trust for the beneficial owner
6. Duties and Obligations of the Nominee: Detailed responsibilities of the nominee including share custody, voting, dividend collection, and record-keeping
7. Rights and Powers of the Beneficial Owner: Specification of the beneficial owner's rights to direct the nominee and receive economic benefits
8. Voting Rights and Instructions: Procedures for issuing and following voting instructions
9. Dividends and Distributions: Handling and transfer of dividends and other financial benefits
10. Fees and Expenses: Compensation structure for nominee services and allocation of costs
11. Compliance and Reporting: Obligations regarding regulatory compliance, particularly under Swiss law
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Confidentiality: Confidentiality obligations of all parties
14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Share Transfer Mechanics: Detailed procedures for transferring shares when required - include when shares are likely to be transferred during the agreement
2. Corporate Actions: Procedures for handling corporate actions like rights issues or stock splits - include for listed companies
3. Power of Attorney: Specific powers granted to the nominee - include when broader powers are needed beyond basic shareholding
4. Tax Matters: Handling of tax obligations and documentation - include for international arrangements
5. Insurance and Indemnification: Protection for the nominee - include for high-value arrangements
6. Anti-Money Laundering Provisions: Detailed AML compliance procedures - include for financial institution nominees
7. Multiple Beneficial Owners: Provisions for multiple beneficial owners - include when shares are held for multiple parties
1. Schedule 1 - Share Details: Details of the shares subject to the nominee arrangement, including share certificates numbers and class
2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms
3. Schedule 3 - Voting Instruction Form: Standard form for beneficial owner to issue voting instructions
4. Schedule 4 - Transfer Instructions Form: Standard form for initiating share transfers
5. Schedule 5 - KYC Requirements: List of required due diligence documents and procedures
6. Appendix A - Power of Attorney: Form of power of attorney for nominee actions
7. Appendix B - Reporting Templates: Standard forms for periodic reporting to beneficial owner
Authors
Find the document you need
No items found.
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
