Entrusted Shareholding Agreement Template for Philippines

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Key Requirements PROMPT example:

Entrusted Shareholding Agreement

"I need an Entrusted Shareholding Agreement for our Philippine telecommunications company where a local corporate trustee will hold 60% of shares on behalf of our family business trust, ensuring compliance with foreign ownership restrictions and including specific provisions for quarterly dividend distributions."

Document background
The Entrusted Shareholding Agreement is a crucial document used in Philippine corporate structures where legal and beneficial ownership of shares need to be separated for legitimate business purposes. This arrangement is particularly relevant in scenarios involving corporate restructuring, family business arrangements, or compliance with foreign ownership restrictions under Philippine law. The agreement must carefully balance the rights and obligations of both parties while ensuring compliance with the Revised Corporation Code, Securities Regulation Code, and Anti-Dummy Law. It typically includes detailed provisions on share management, voting rights, dividend distribution, and termination procedures. The document is especially important in sectors with foreign ownership limitations and requires careful consideration of Philippine corporate governance requirements and securities regulations.
Suggested Sections

1. Parties: Identification of the Entrusting Party (beneficial owner) and the Entrustee (legal owner), including complete details of both parties

2. Background: Context of the arrangement, relationship between parties, and purpose of the entrustment

3. Definitions: Definitions of key terms used in the agreement, including 'Entrusted Shares', 'Beneficial Ownership', 'Legal Ownership'

4. Entrustment of Shares: Core provisions detailing the transfer of legal ownership and retention of beneficial ownership

5. Declarations and Warranties: Representations by both parties regarding their capacity, authority, and compliance with laws

6. Rights and Obligations of the Entrustee: Detailed responsibilities of the legal owner, including holding shares, maintaining records, and following instructions

7. Rights and Obligations of the Entrusting Party: Rights retained by the beneficial owner and their obligations under the agreement

8. Compliance with Laws: Specific provisions ensuring compliance with Philippine corporate laws, Anti-Dummy Law, and securities regulations

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

10. Return of Shares: Process and conditions for returning legal ownership to the Entrusting Party or their nominee

11. Confidentiality: Provisions regarding the confidential nature of the arrangement and related information

12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

13. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Voting Rights Arrangements: Used when specific voting arrangements are needed, detailing how voting rights will be exercised

2. Dividend Distribution: Include when there are specific arrangements for handling dividends and other corporate distributions

3. Corporate Actions: Required when addressing specific procedures for rights issues, share splits, or other corporate actions

4. Share Transfer Restrictions: Include when there are specific limitations on the Entrustee's ability to transfer shares

5. Tax Provisions: Used when specific tax arrangements or responsibilities need to be addressed

6. Security Arrangements: Include when additional security measures are required to protect the Entrusting Party's interests

7. Power of Attorney: Used when specific powers need to be granted to either party

Suggested Schedules

1. Schedule 1 - Details of Entrusted Shares: Specific details of the shares being entrusted, including share certificates numbers and quantities

2. Schedule 2 - Initial Instructions: Initial set of standing instructions from the Entrusting Party to the Entrustee

3. Schedule 3 - Fees and Expenses: If applicable, details of any fees or expense arrangements between the parties

4. Schedule 4 - Authorized Representatives: List of authorized representatives who can give instructions on behalf of the Entrusting Party

5. Schedule 5 - Communication Procedures: Detailed procedures for communications and instructions between parties

6. Appendix A - Form of Transfer Instrument: Template for share transfer documents

7. Appendix B - Reporting Requirements: Templates and procedures for regular reporting by the Entrustee

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Real Estate

Telecommunications

Media and Broadcasting

Mining and Natural Resources

Public Utilities

Retail and Distribution

Manufacturing

Professional Services

Technology and Digital Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Finance

Corporate Governance

Risk Management

Shareholder Relations

Investment Management

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Legal Officer

Corporate Governance Officer

Board Director

Chief Executive Officer

Chief Financial Officer

Investment Manager

Corporate Attorney

Shareholder Relations Manager

Risk Management Officer

Company Director

Trust 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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