Nominee Shareholder Agreement for New Zealand

Nominee Shareholder Agreement Template for New Zealand

A legal agreement governed by New Zealand law that establishes and regulates the relationship between a nominee shareholder and the beneficial owner of shares in a company. The document outlines the terms under which the nominee holds shares on behalf of the beneficial owner, including voting rights, dividend distributions, and other shareholder responsibilities. It ensures compliance with New Zealand's Companies Act 1993 and relevant financial markets legislation while providing clear mechanisms for exercising shareholder rights and maintaining proper documentation of the beneficial ownership arrangement.

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What is a Nominee Shareholder Agreement?

The Nominee Shareholder Agreement is essential in situations where shares in a New Zealand company need to be held by a nominee on behalf of a beneficial owner. This arrangement is commonly used for various purposes, including maintaining privacy, simplifying administration, or meeting specific regulatory requirements. The agreement must comply with New Zealand law, particularly the Companies Act 1993 and financial markets regulations. A properly structured Nominee Shareholder Agreement should clearly define the rights and obligations of both parties, establish procedures for share management and voting, and include provisions for termination and transfer of shares. This document is crucial for protecting the interests of both the nominee and the beneficial owner while ensuring transparency and legal compliance.

What sections should be included in a Nominee Shareholder Agreement?

1. Parties: Identifies and defines the nominee shareholder and the beneficial owner with their full legal names and addresses

2. Background: Explains the context of the agreement, including the company whose shares are subject to the nominee arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Appointment of Nominee: Formal appointment of the nominee shareholder and acceptance of the role

5. Declaration of Trust: Nominee's declaration to hold shares in trust for the beneficial owner

6. Rights and Obligations of the Nominee: Details the nominee's responsibilities, including voting rights, dividend handling, and record-keeping

7. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights to direct the nominee and receive benefits from the shares

8. Fees and Expenses: Details any fees payable to the nominee and allocation of costs

9. Indemnification: Provisions for indemnifying the nominee for actions taken in good faith

10. Confidentiality: Obligations to maintain confidentiality of the arrangement and related information

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution

What sections are optional to include in a Nominee Shareholder Agreement?

1. Anti-Money Laundering Compliance: Required when the arrangement falls under AML regulations or involves high-risk jurisdictions

2. Foreign Investment Provisions: Needed when the beneficial owner is a foreign investor subject to overseas investment regulations

3. Multiple Beneficial Owners: Required when there are multiple beneficial owners sharing interests in the nominated shares

4. Share Transfer Mechanisms: Detailed procedures for transferring shares when required by beneficial owner

5. Corporate Actions: Specific provisions for handling corporate actions like rights issues or mergers

6. Power of Attorney: Optional section granting specific powers to the nominee to act on behalf of the beneficial owner

7. Tax Matters: Specific provisions for handling tax obligations and responsibilities when complex tax situations apply

What schedules should be included in a Nominee Shareholder Agreement?

1. Schedule 1: Share Details: Details of the shares subject to the nominee arrangement, including share numbers and classes

2. Schedule 2: Fee Schedule: Detailed breakdown of nominee fees and payment terms

3. Schedule 3: Voting Instructions Protocol: Procedures for providing and acting on voting instructions

4. Schedule 4: Required Notices and Communications: Forms and templates for various notices required under the agreement

5. Appendix A: Company Constitution Extract: Relevant excerpts from the company constitution regarding share transfers and shareholder rights

6. Appendix B: KYC Documentation: List of required Know Your Customer documentation and verification requirements

7. Appendix C: Powers of Attorney: Forms of power of attorney if required under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Investment Banking

Corporate Services

Legal Services

Trust Services

Private Equity

Venture Capital

Real Estate Investment

International Trade

Professional Services

Relevant Teams

Legal

Compliance

Corporate Governance

Company Secretariat

Risk Management

Corporate Services

Investment Operations

Trust Administration

Board Secretariat

Regulatory Affairs

Relevant Roles

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Corporate Governance Manager

Trust Manager

Investment Manager

Legal Director

Corporate Services Manager

Risk Manager

Board Director

Chief Legal Officer

Company Director

Corporate Trustee

Financial Controller

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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