The Nominee Shareholder Agreement is a crucial document used in Dutch corporate structuring when shares need to be held by a nominee on behalf of a beneficial owner. This arrangement is common in international business structures, investment holdings, and situations requiring specialized corporate services. The agreement must comply with Dutch legal requirements, including the Dutch Civil Code, Financial Supervision Act, and anti-money laundering regulations. It typically includes comprehensive provisions on voting rights, dividend distributions, compliance obligations, and termination procedures. The document is essential for establishing clear lines of authority and responsibility between the nominee and beneficial owner while ensuring transparency for regulatory purposes.
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1. Parties: Identification of the nominee shareholder(s) and the beneficial owner(s), including full legal names, registration numbers, and addresses
2. Background: Context of the nominee arrangement, including the company details and purpose of the nominee structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Declaration of Trust: Formal appointment of the nominee and declaration of trust over the shares
5. Nominee's Obligations: Core duties of the nominee, including holding shares, maintaining records, and following instructions
6. Beneficial Owner's Rights and Obligations: Rights of the beneficial owner regarding voting, dividends, and decision-making, and their obligations including indemnification
7. Voting Rights and Instructions: Procedures for exercising voting rights and giving/receiving voting instructions
8. Dividends and Financial Benefits: Handling of dividends, distributions, and other financial benefits from the shares
9. Compliance and Regulatory Matters: Obligations regarding regulatory compliance, particularly under Dutch law
10. Duration and Termination: Term of the agreement and circumstances for termination
11. Transfer and Assignment: Provisions regarding transfer of beneficial ownership and nominee rights
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Multiple Nominees: Additional provisions for cases involving multiple nominee shareholders, defining their relationship and coordination
2. Corporate Actions: Specific procedures for handling corporate actions like rights issues, share splits, or mergers
3. Security Interest: Provisions for creating or dealing with security interests over the shares
4. Costs and Expenses: Detailed breakdown of cost allocation between parties
5. Power of Attorney: Specific powers of attorney granted to nominees or beneficial owners
6. Anti-Money Laundering Provisions: Enhanced AML provisions for high-risk situations or complex structures
7. Reporting Requirements: Additional reporting obligations beyond statutory requirements
1. Share Details: Schedule listing the specific shares covered by the nominee arrangement
2. Form of Declaration of Trust: Standard form declaration required under Dutch law
3. KYC Documentation Requirements: List of required documentation for compliance purposes
4. Voting Instructions Protocol: Detailed procedures for giving and acting on voting instructions
5. Fee Schedule: Breakdown of nominee fees and payment terms
6. Register of Instructions: Template for maintaining records of instructions given by beneficial owner
7. UBO Declaration Form: Ultimate Beneficial Owner declaration form as required by Dutch law
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