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Entrusted Shareholding Agreement
"I need an Entrusted Shareholding Agreement under Hong Kong law for a nominee shareholder to hold 10,000 ordinary shares in our tech startup on behalf of a Singapore-based investor, with specific provisions for voting rights delegation and quarterly reporting requirements."
1. Parties: Identification of the Beneficial Owner and the Nominee Shareholder
2. Background: Context of the arrangement, including details of the company whose shares are being held
3. Definitions: Key terms used throughout the agreement
4. Appointment and Declaration of Trust: Formal appointment of nominee and declaration of trust over shares
5. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee shareholder including voting, dividends, and corporate actions
6. Rights and Instructions of the Beneficial Owner: Powers retained by the beneficial owner and mechanism for giving instructions
7. Consideration and Costs: Fees, expenses, and payment terms for the nominee arrangement
8. Representations and Warranties: Key statements and guarantees by both parties
9. Confidentiality: Obligations regarding confidential information
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Share Transfer Provisions: Process for transferring shares upon termination or as instructed
12. Indemnification: Mutual indemnification provisions and liability limitations
13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-Money Laundering Compliance: Additional provisions for AML compliance when dealing with regulated entities or high-risk situations
2. Tax Matters: Specific provisions regarding tax obligations and reporting when tax implications are significant
3. Corporate Actions: Detailed procedures for handling specific corporate actions when complex corporate events are anticipated
4. Security Interest: Provisions for creating security over the shares when required as collateral
5. Nominee Director Provisions: Additional provisions if the arrangement includes nominee directorship services
6. Power of Attorney: Specific power of attorney provisions when broader authority is needed
1. Schedule 1 - Share Details: Details of the shares subject to the nominee arrangement, including share certificate numbers and class of shares
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees and payment terms
3. Schedule 3 - Company Information: Details of the company whose shares are being held
4. Schedule 4 - Deed of Indemnity: Form of indemnity to be executed alongside the agreement
5. Schedule 5 - Form of Instructions: Template for beneficial owner to issue instructions to nominee
6. Appendix A - Powers of Attorney: Form of power of attorney if required
7. Appendix B - Share Transfer Forms: Pre-signed share transfer forms for contingency
Authors
Beneficial Owner
Business Day
Company
Completion
Confidential Information
Corporate Actions
Deed of Indemnity
Dividends
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Hong Kong
Instructions
Law
Losses
Material Adverse Change
Nominee Services
Nominee Shareholder
Parties
Power of Attorney
Register of Members
Related Party
Relevant Shares
Securities
Share Certificate
Shareholders' Rights
Stamp Duty
Target Company
Term
Transfer
Trust Property
Voting Rights
Declaration of Trust
Voting Rights
Dividend Rights
Corporate Actions
Instructions and Communications
Fees and Expenses
Representations and Warranties
Covenants
Confidentiality
Non-Disclosure
Share Transfer
Powers of Attorney
Record Keeping
Indemnification
Liability Limitation
Force Majeure
Term and Duration
Termination
Events of Default
Anti-Money Laundering
Compliance with Laws
Tax Matters
Notices
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Financial Services
Investment Management
Private Equity
Corporate Services
Wealth Management
Professional Services
Real Estate
Family Office
Technology
Manufacturing
Legal
Compliance
Corporate Secretarial
Risk Management
Investment
Trust Administration
Corporate Services
Wealth Management
Financial Control
Board of Directors
Corporate Lawyer
Legal Counsel
Company Secretary
Compliance Officer
Investment Manager
Trust Administrator
Corporate Services Manager
Director of Legal Affairs
Wealth Manager
Financial Controller
Private Equity Manager
Corporate Structuring Advisor
Risk Manager
Board Director
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