Nominee Agreement Template for the UK
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What is a Nominee Agreement?
A Nominee Agreement lets someone act legally on behalf of another person while keeping the true owner's identity private. It's commonly used in UK property deals, share ownership, and trust arrangements where the nominee holds assets as a 'front person' but follows the real owner's instructions.
Under English law, these agreements create two layers of ownership: legal ownership (held by the nominee) and beneficial ownership (held by the true owner). While perfectly legal when used properly, nominees must still comply with UK anti-money laundering regulations and declare the genuine owner's identity to relevant authorities when required.
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 maintain privacy while letting someone else manage your assets or business interests. This arrangement works well for overseas property investments, holding shares in private companies, or managing family trusts where discretion matters but legal compliance remains essential.
The agreement becomes particularly valuable in complex business structures where direct ownership might trigger unwanted regulatory obligations or public disclosures. It offers a legitimate way to separate legal and beneficial ownership while meeting UK transparency requirements. Just remember that nominees must still declare ultimate beneficial owners to authorities when legally required.
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?
- Beneficial Owners: The true owners of assets who want privacy while maintaining control over their investments or business interests
- Nominee Directors: Professional individuals who agree to serve as official company directors while following instructions from beneficial owners
- Nominee Shareholders: Parties who legally hold shares on behalf of others, often corporate service providers or trust companies
- Legal Advisers: Solicitors who draft and review these agreements to ensure compliance with UK company law and financial regulations
- Company Secretaries: Professionals who maintain records and ensure proper documentation of nominee arrangements in corporate books
How do you write a Nominee Agreement?
- Identity Details: Gather full legal names, addresses, and contact information for both nominee and beneficial owner
- Asset Information: Document precise details of shares, property, or other assets being managed under the agreement
- Scope Definition: Outline specific powers granted to the nominee and any restrictions on their authority
- Payment Terms: Agree on fees, expenses, and payment schedules for nominee services
- Compliance Check: Verify UK anti-money laundering requirements and beneficial ownership reporting obligations
- Termination Rules: Define clear conditions for ending the agreement and transferring assets back to the beneficial owner
What should be included in a Nominee Agreement?
- Party Details: Full legal names, addresses, and roles of nominee and beneficial owner, 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: Terms for handling sensitive information and disclosure requirements
- 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 differs significantly from an Agency Agreement, though both involve one party acting on behalf of another. Let's explore the key differences to help you choose the right document for your situation.
- Legal Ownership: In a Nominee Agreement, the nominee becomes the legal owner of assets while the beneficial owner retains actual control. With an Agency Agreement, the agent never owns the assets - they simply act on the principal's behalf
- Privacy Purpose: Nominee arrangements primarily serve to keep the beneficial owner's identity private, while agency relationships are typically transparent about all parties involved
- Scope of Authority: Nominees have limited powers strictly defined by the agreement, while agents often enjoy broader discretionary powers to act in the principal's interests
- Regulatory Requirements: Nominee arrangements face stricter UK regulatory scrutiny and disclosure obligations, particularly regarding beneficial ownership reporting
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About the Nominee Agreement
- Identity Details: Gather full legal names, addresses, and contact information for both nominee and beneficial owner
- Asset Information: Document precise details of shares, property, or other assets being managed under the agreement
- Scope Definition: Outline specific powers granted to the nominee and any restrictions on their authority
- Payment Terms: Agree on fees, expenses, and payment schedules for nominee services
- Compliance Check: Verify UK anti-money laundering requirements and beneficial ownership reporting obligations
- Termination Rules: Define clear conditions for ending the agreement and transferring assets back to the beneficial owner
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