Declaration Of Trust Nominee Shareholder Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Declaration Of Trust Nominee Shareholder is a crucial document in Philippine corporate practice, particularly when structuring corporate ownership arrangements that must comply with local ownership requirements and regulations. This document is commonly used when companies need to establish clear beneficial ownership structures while maintaining compliance with the Philippine Anti-Dummy Law and foreign ownership restrictions. The agreement precisely defines the relationship between the Nominee Shareholder and the Beneficial Owner, covering aspects such as share ownership, voting rights, dividend entitlements, and regulatory compliance. It's especially relevant in industries with foreign ownership caps or when corporations need to establish clear documentation of beneficial ownership for regulatory or business purposes. The document must be carefully drafted to ensure it meets the requirements of Philippine corporate law, securities regulations, and anti-money laundering provisions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

Financial Services

Real Estate

Manufacturing

Mining

Telecommunications

Retail

Healthcare

Education

Transportation

Agriculture

Technology

Professional Services

Media and Entertainment

Construction

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Leadership

Investment

Finance

Risk Management

Corporate Affairs

Relevant Roles

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

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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