Nominee Agreement Template for the UK
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What is a Nominee Agreement? Your questions answered
A nominee agreement lets one party (the nominee) hold legal title to an asset on behalf of the real owner, while keeping that owner's identity private. It is used in England & Wales for property deals, private company shares and trust arrangements, where the nominee holds the asset as a front but acts only on the owner's written instructions.
Under the law of England and Wales, the arrangement splits an asset into two layers: legal ownership held by the nominee, and the real ownership right (including income and proceeds) held by the person behind it. This real owner is often called the beneficial owner or beneficiary of the arrangement. The structure is lawful when used properly. Nominees must still comply with UK anti-money laundering rules and provide details of the ultimate owner to the relevant authorities when required, and using the arrangement to conceal a lawful obligation or evade reporting is not permitted.
A private company that uses a nominee for its shares still has to keep its statutory books in order. The register of members at Companies House records the nominee as the legal shareholder, while the people with significant control (PSC) register and the company's articles of association determine how voting and management rights are exercised. Banks and regulated firms carrying out customer due diligence will ask to view the paperwork behind the arrangement, so the contract should make those disclosure duties explicit.
A common use is overseas investors, such as a foreign citizen buying into UK property or a private company, who want a UK-resident nominee to hold title while control stays with them. This differs from jurisdictions such as Indonesia, where nominee land arrangements involving a foreigner and an Indonesian citizen are treated very differently under local law, so cross-border investors should check the governing law of each country before relying on a nominee structure.
In Indonesia, for example, a foreign national cannot hold freehold land title (hak milik) under the 1960 Agrarian Law (Undang-Undang Pokok Agraria), and a nominee arrangement that hides foreign ownership of land can be void under Article 1320 of the Civil Code (Kitab Undang-Undang Hukum Perdata) for lacking a lawful cause. Because a nominee structure that breaches those land-right rules can be treated as invalid, the same document that is entirely lawful in England & Wales may not be valid elsewhere, so match the structure to each country's own law before you sign.
Sample clauses: standard wording in a UK nominee agreement
3. Declaration of Trust and Nominee's Duties
3.1 The Nominee declares that it holds and shall hold the [Shares/Property] and all rights, dividends, income and proceeds arising from them as bare trustee absolutely for the Beneficial Owner, and the Nominee has no beneficial interest of any kind in them.
3.2 The Nominee shall exercise all voting, consent and other rights attaching to the [Shares/Property], and shall sell, transfer, charge or otherwise deal with them, only in accordance with the written instructions of the Beneficial Owner, and shall not act on its own initiative.
3.3 The Nominee shall account to the Beneficial Owner for any dividend, distribution, rent or other sum received in respect of the [Shares/Property] within [5] Business Days of receipt, and shall hold any such sum on trust for the Beneficial Owner pending payment.
3.4 The Nominee shall on demand execute and deliver a stock transfer form, transfer deed or other instrument transferring legal title to the Beneficial Owner or to any person the Beneficial Owner directs, and the Beneficial Owner may revoke this appointment at any time by written notice.
8. Confidentiality and Statutory Disclosure
8.1 Subject to clause 8.2, the Nominee shall keep the identity of the Beneficial Owner and the existence and terms of this Agreement confidential and shall not disclose them to any third party without the Beneficial Owner's prior written consent.
8.2 Nothing in clause 8.1 prevents or restricts disclosure required by law, including disclosure to HM Revenue & Customs, Companies House, a regulated firm carrying out customer due diligence, or the National Crime Agency, and the Nominee shall make any such disclosure without being in breach of this Agreement.
8.3 The Beneficial Owner shall promptly supply the Nominee with all identification, source of funds and ownership information the Nominee reasonably requires to comply with its obligations under applicable anti money laundering and beneficial ownership legislation, and shall notify the Nominee of any change within [10] Business Days.
8.4 The Nominee may suspend performance of its obligations, other than clause 3.1, where the Beneficial Owner fails to provide information requested under clause 8.3 and that failure would cause the Nominee to breach a statutory duty.
Illustrative extract showing typical drafting under the law of England and Wales. Documents generated with GenieAI are tailored to your rules, standards and context.
Frequently Asked Questions
When should you use a Nominee Agreement?
Use a Nominee Agreement when you need to keep ownership private while letting someone else hold or manage your assets, shares or business interests. It works well for overseas property investments, holding shares in a private company, or running family trusts where discretion matters but legal compliance remains essential.
The agreement is valuable in business structures where direct ownership on a public register might trigger unwanted regulatory obligations or disclosures. It offers a legitimate way to separate legal title from the real ownership right while meeting UK transparency requirements. The main risk sits with the nominee, who takes on the legal title and must act only on instructions, so the document should spell out the duties, the fees and the records to be kept.
Remember that nominees must still provide details of ultimate owners to authorities, and to banks and other regulated firms, when legally required. For the trust side of the arrangement, see our Nominee Declaration of Trust template.
What are the different types of Nominee Agreement?
- Nominee Shareholder Agreement: Used when someone holds shares on behalf of another, perfect for maintaining privacy in company ownership
- Nominee Director Agreement: Establishes terms for a person acting as a company director on behalf of others
- Nominee Declaration Of Trust: Confirms the nominee holds property or assets in trust for the real owner
- Nominee Director Indemnity Agreement: Protects nominee directors from personal liability while serving
- Nomination Agreement: General agreement covering nomination rights and obligations in various contexts
Who should typically use a Nominee Agreement?
- Owners wanting privacy: People who want their identity kept off the public register while keeping control of their investments or business interests
- Nominee Directors: Individuals who agree to serve as official company directors while following instructions from the person they act for
- Nominee Shareholders: Parties who legally hold shares on behalf of others, often corporate service providers or trust companies, and appear on the register of members
- Beneficial owners and beneficiaries: The real owner (sometimes a client of a corporate service provider) who keeps the ownership right, income and proceeds while the nominee holds legal title
- Company Secretaries: Professionals who maintain the statutory books and records so the management of nominee arrangements is properly documented
- Regulated firms and banks: Firms carrying out customer due diligence who need to view ownership information behind the arrangement
How do you write a Nominee Agreement?
- Identity Details: Gather full legal names, addresses, and contact information for both the nominee and the person they act for
- Asset Information: Record precise details of the shares, property or other assets being held under the agreement
- Scope Definition: Set out the powers granted to the nominee, including voting and management rights, and any restrictions on their authority
- Payment Terms: Agree fees, expenses and payment schedules for the nominee's services
- Register and Disclosure: Confirm how the arrangement sits with the company's register of members and PSC register, and who it may be provided to
- Compliance Check: Verify UK anti-money laundering requirements and ownership reporting obligations to Companies House and banks
- Termination Rules: Define clear conditions for ending the agreement and transferring the assets back to the owner
What should be included in a Nominee Agreement?
- Party Details: Full legal names, addresses, and roles of nominee and beneficial owner (the beneficiary of the arrangement), with clear definitions
- Asset Description: Precise details of property, shares, or other assets covered by the agreement
- Powers and Duties: Specific authorities granted to nominee and their obligations to the beneficial owner
- Indemnification: Protection clauses for nominee acting within agreed scope
- Confidentiality and data handling: Terms for handling sensitive information and disclosure requirements, including how personal data is treated in line with the parties' own privacy policy
- Termination: Conditions and process for ending the agreement
- Governing Law: Clear statement of English law jurisdiction and dispute resolution methods
What's the difference between a Nominee Agreement and an Agency Agreement?
A nominee agreement and an agency agreement both involve one party acting for another, but they differ in who owns the asset and why the arrangement exists. The table below sets out the main differences to help you choose the right document.
| Feature | Nominee agreement | Agency agreement |
|---|---|---|
| Legal ownership | The nominee holds legal title while the real owner keeps the ownership right and control. | The agent never owns the asset. They act on the principal's behalf. |
| Privacy purpose | Primarily to keep the owner's identity off the public register. | Usually transparent about all parties involved. |
| Scope of authority | Limited powers, strictly defined by the agreement's clauses, covering voting and management of the asset. | Often broader discretionary powers to act in the principal's interests. |
| Regulatory requirements | Stricter UK scrutiny and disclosure, particularly on ownership reporting to Companies House and banks. | Fewer ownership disclosure obligations. |
For the alternative document, see our Agency Agreement templates. You can also browse related company documents in our template library.
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About the Nominee Agreement
- Identity Details: Gather full legal names, addresses, and contact information for both the nominee and the person they act for
- Asset Information: Record precise details of the shares, property or other assets being held under the agreement
- Scope Definition: Set out the powers granted to the nominee, including voting and management rights, and any restrictions on their authority
- Payment Terms: Agree fees, expenses and payment schedules for the nominee's services
- Register and Disclosure: Confirm how the arrangement sits with the company's register of members and PSC register, and who it may be provided to
- Compliance Check: Verify UK anti-money laundering requirements and ownership reporting obligations to Companies House and banks
- Termination Rules: Define clear conditions for ending the agreement and transferring the assets back to the owner
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