Nominee Agreement Template for United States

A Nominee Agreement lets someone act legally on behalf of another person or company in the Philippines, while the real owner keeps control behind the scenes. It's commonly used when foreign investors need local representatives to comply with Filipino ownership requirements, especially in restricted business sectors.

These agreements spell out how the nominee will hold assets, sign documents, or appear as the official owner, while following the true owner's instructions. Under Philippine law, both parties must carefully document their arrangement to avoid legal issues, particularly with the Securities and Exchange Commission and anti-dummy regulations.

Consider using a Nominee Agreement when entering restricted business sectors in the Philippines that require local ownership percentages. For example, retail trade enterprises, advertising agencies, and mass media companies often need these agreements to maintain Filipino control on paper while allowing foreign investment and management.

These agreements become essential during business registration, when securing licenses, or bidding on government contracts that have nationality requirements. They're particularly valuable for foreign companies expanding into the Philippines who need local representatives to handle administrative duties, attend shareholder meetings, or sign official documents.

• Share Transfer Nominee Agreement: Used when local shareholders hold company shares on behalf of foreign investors, detailing voting rights and profit arrangements
• Corporate Services Nominee Agreement: Focuses on local representatives handling administrative duties and corporate secretarial services
• Property Nominee Agreement: Structures ownership arrangements for real estate holdings where foreign ownership is restricted
• Bank Account Nominee Agreement: Establishes terms for local representatives managing Philippine bank accounts on behalf of foreign entities
• Director Nominee Agreement: Sets conditions for Filipino nationals serving as nominee directors while following foreign investor instructions

• Foreign Investors: Primarily businesses or individuals seeking to operate in Philippine sectors with foreign ownership restrictions
• Local Nominees: Filipino citizens or corporations who legally represent foreign interests while following the beneficial owner's instructions
• Corporate Lawyers: Draft and review agreements to ensure compliance with anti-dummy laws and SEC regulations
• Company Directors: Filipino nationals serving as nominee board members for foreign-owned businesses
• Compliance Officers: Monitor and maintain proper documentation of nominee arrangements to meet regulatory requirements

• Basic Details: Gather complete information about the nominee and beneficial owner, including legal names, addresses, and tax identification numbers
• Ownership Structure: Document the specific assets or shares being held, including percentages and voting rights arrangements
• Legal Requirements: Review SEC regulations and anti-dummy law compliance for your specific industry sector
• Compensation Terms: Define payment arrangements, fees, and reimbursement policies for the nominee's services
• Control Mechanisms: Outline how decisions will be made and instructions communicated between parties
• Exit Strategy: Include clear terms for termination and transfer of assets back to the beneficial owner

• Identification Details: Full legal names, addresses, and tax identification numbers of both nominee and beneficial owner
• Scope of Authority: Clear description of nominee's powers, duties, and limitations in representing the beneficial owner
• Asset Declaration: Detailed list of properties, shares, or rights being held under the agreement
• Control Provisions: Specific mechanisms for decision-making and instruction protocols
• Compliance Statement: Express commitment to follow Philippine anti-dummy laws and SEC regulations
• Termination Terms: Conditions and procedures for ending the agreement and transferring assets
• Governing Law: Clear statement that Philippine law governs the agreement

A Nominee Agreement differs significantly from an Agency Agreement in both purpose and legal structure. While both involve one party acting on behalf of another, their core functions and protections serve different needs in Philippine business.

• Legal Relationship: Nominee arrangements create a beneficial ownership structure where the nominee appears as the legal owner but has no real control, while an agency relationship grants actual authority to act on behalf of the principal
• Disclosure Requirements: Nominee arrangements often remain confidential to maintain the beneficial owner's privacy, whereas agency relationships are typically disclosed to third parties
• Regulatory Context: Nominee agreements specifically address foreign ownership restrictions and anti-dummy law compliance, while agency agreements focus on business representation and transaction authority
• Agency Agreement: Creates a transparent principal-agent relationship with clear delegation of authority, unlike the nominee structure which maintains beneficial ownership separate from legal title