Nominee Shareholder Agreement for the United States

Nominee Shareholder Agreement Template for United States

A Nominee Shareholder Agreement is a legally binding document used in the United States that establishes and governs the relationship between a nominee shareholder and the beneficial owner of shares in a corporation. The agreement ensures compliance with federal securities laws, state corporate laws, and relevant regulatory requirements while defining the rights, obligations, and fiduciary duties of both parties. It includes provisions for voting rights, dividend distribution, and termination conditions, all within the framework of U.S. securities regulations and corporate governance requirements.

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What is a Nominee Shareholder Agreement?

The Nominee Shareholder Agreement is essential when establishing legal nominee arrangements in U.S. corporations. This document becomes necessary when beneficial owners wish to maintain privacy while complying with legal requirements, or when corporate structures require the use of nominee shareholders for legitimate business purposes. The agreement explicitly defines the nominee's role, protects the beneficial owner's interests, and ensures compliance with SEC regulations, state corporate laws, and anti-money laundering requirements. It typically includes detailed provisions about share ownership, voting rights, dividend arrangements, and termination procedures, while maintaining transparency with relevant authorities as required by U.S. law.

What sections should be included in a Nominee Shareholder Agreement?

1. Parties: Identification of nominee shareholder and beneficial owner

2. Background: Context of the nominee arrangement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment: Terms of nominee appointment and scope of authority

5. Obligations of Nominee: Duties and responsibilities of the nominee shareholder

6. Rights of Beneficial Owner: Reserved rights and powers of the beneficial owner

7. Indemnification: Protection and compensation provisions for the nominee

8. Term and Termination: Duration and circumstances for ending the agreement

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

1. Voting Rights: Specific provisions about exercise of voting rights, used when voting arrangements need detailed specification

2. Dividend Arrangements: Special provisions for handling dividends, used when complex dividend structures exist

3. Confidentiality: Additional confidentiality provisions, used when standard provisions need enhancement

4. Dispute Resolution: Specific dispute resolution mechanisms, used when standard jurisdiction clauses are insufficient

What schedules should be included in a Nominee Shareholder Agreement?

1. Share Certificate Details: List of share certificates held by nominee

2. Voting Instructions Template: Standard form for beneficial owner to issue voting instructions

3. Fee Schedule: Details of nominee's compensation if applicable

4. Power of Attorney: Standard form of power of attorney if required

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

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Clauses
Industries

Federal Securities Laws: Key federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC regulations on beneficial ownership disclosure, and Section 13(d) and 13(g) reporting requirements

Corporate Law: State-specific corporate laws (such as Delaware General Corporation Law) and state securities regulations (Blue Sky Laws) governing corporate structure and securities

Tax Laws: Internal Revenue Code provisions covering beneficial ownership, tax reporting requirements, dividend taxation, and stock transfer taxes

Anti-Money Laundering Regulations: Compliance requirements under Bank Secrecy Act, USA PATRIOT Act, and FinCEN regulations to prevent money laundering and ensure transparency

Fiduciary Duty Laws: State-specific laws and common law principles governing fiduciary responsibilities and agency relationships

Contract Law: State-specific contract laws and Statute of Frauds requirements governing the formation and enforcement of agreements

Disclosure Requirements: Regulations regarding beneficial ownership reporting and Schedule 13D/13G filing obligations for transparency in shareholding

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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