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Declaration Of Trust Nominee Shareholder
"I need a Declaration of Trust Nominee Shareholder agreement for a Philippine telecommunications company where a local nominee will hold 70% of shares on behalf of a Singapore-based beneficial owner, ensuring compliance with foreign ownership restrictions and including specific voting instruction procedures."
1. Parties: Identifies the Nominee Shareholder (Trustee) and the Beneficial Owner (Beneficiary), including their full legal names and addresses
2. Background: Sets out the context of the arrangement, including details of the company whose shares are subject to the trust
3. Definitions: Defines key terms used throughout the document
4. Declaration of Trust: Formal declaration that the Nominee holds the shares on trust for the Beneficial Owner
5. Terms of Trust: Specifies the key terms under which the shares are held in trust
6. Rights and Obligations of the Nominee: Details the duties, responsibilities and limitations of the Nominee Shareholder
7. Rights and Obligations of the Beneficial Owner: Outlines the rights of the Beneficial Owner and their obligations under the arrangement
8. Voting Rights and Dividends: Specifies how voting rights will be exercised and how dividends will be handled
9. Compliance with Laws: Confirms compliance with relevant Philippine laws, including the Anti-Dummy Law and corporate ownership restrictions
10. Duration and Termination: Specifies the term of the trust arrangement and circumstances for termination
11. Governing Law and Jurisdiction: Specifies that Philippine law governs the agreement and establishes jurisdiction for disputes
1. Nominee's Remuneration: Details any fees or compensation payable to the Nominee Shareholder, if applicable
2. Confidentiality: Additional provisions regarding confidentiality of the arrangement, if required
3. Transfer Provisions: Specific provisions regarding the transfer of beneficial ownership or nominee status
4. Foreign Ownership Compliance: Additional provisions when shares are in industries with foreign ownership restrictions
5. Power of Attorney: Optional section granting specific powers to the Beneficial Owner to act in certain circumstances
6. Anti-Money Laundering Provisions: Additional compliance provisions for high-value arrangements or when required by circumstances
1. Schedule 1 - Share Details: Details of the shares held in trust, including share certificate numbers, class, and quantity
2. Schedule 2 - Company Details: Information about the company whose shares are held in trust
3. Schedule 3 - Beneficial Owner Information: Detailed information about the Beneficial Owner, including KYC documentation
4. Schedule 4 - Voting Instructions: Standard form for providing voting instructions from Beneficial Owner to Nominee
5. Schedule 5 - Transfer Instructions: Standard form for share transfer instructions
6. Appendix A - Required Notices: Templates for various notices required under the agreement
Authors
Applicable Laws
Anti-Dummy Law
Beneficial Owner
Beneficial Ownership
Board
Business Day
Company
Confidential Information
Corporate Records
Dividends
Effective Date
Encumbrance
Nominee Shareholder
Notices
Parties
Philippine Law
Related Party
Relevant Securities
Securities
Share Certificate
Shares
Shareholder Rights
Term
Trust
Trust Property
Trustee
Voting Rights
Voting Instructions
Working Hours
Beneficial Ownership
Share Certificates
Voting Rights
Dividend Rights
Nominee Obligations
Beneficial Owner Rights
Regulatory Compliance
Anti-Money Laundering
Foreign Ownership Compliance
Confidentiality
Powers of Attorney
Record Keeping
Share Transfer
Termination
Duration
Indemnification
Representations and Warranties
Notices
Assignment
Costs and Expenses
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Force Majeure
Counterparts
Third Party Rights
Trustee Remuneration
Financial Services
Real Estate
Manufacturing
Mining
Telecommunications
Retail
Healthcare
Education
Transportation
Agriculture
Technology
Professional Services
Media and Entertainment
Construction
Energy
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Executive Leadership
Investment
Finance
Risk Management
Corporate Affairs
Corporate Lawyer
Legal Counsel
Company Secretary
Corporate Governance Officer
Compliance Officer
Chief Legal Officer
Board Secretary
Corporate Secretary
Investment Manager
Chief Executive Officer
Chief Financial Officer
Director of Legal Affairs
Corporate Services Manager
Legal Director
Investment Officer
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