Nominee Agreement Template for England and Wales

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.

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.

• 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

• 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

• 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

• 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

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