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Entrusted Shareholding Agreement
"I need an Entrusted Shareholding Agreement under Swiss law for a private company where a corporate trustee will hold 25% of shares on behalf of three family members, with special provisions for unanimous voting requirements and quarterly dividend distributions."
1. Parties: Identification of the entrusting party (beneficial owner) and the trustee shareholder
2. Background: Context of the arrangement, including details of the shares being entrusted
3. Definitions: Key terms used throughout the agreement, including 'Entrusted Shares', 'Trust Period', 'Corporate Actions'
4. Scope of Entrustment: Details of shares being held in trust and the nature of the arrangement
5. Declaration of Trust: Formal declaration by trustee acknowledging beneficial ownership
6. Rights and Obligations of the Trustee: Detailed responsibilities including voting, dividend handling, and reporting obligations
7. Rights and Instructions of the Beneficial Owner: Powers retained by the beneficial owner and instruction mechanisms
8. Dividends and Other Corporate Benefits: Handling and distribution of dividends, bonus shares, and other corporate benefits
9. Costs and Fees: Fee structure and allocation of costs related to the arrangement
10. Representations and Warranties: Standard declarations by both parties regarding capacity and authority
11. Regulatory Compliance: Obligations regarding disclosure requirements and regulatory filings
12. Confidentiality: Provisions regarding confidentiality of the arrangement and related information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
1. Voting Rights Agreement: Detailed procedures for voting rights exercise when specific voting arrangements are required
2. Multiple Beneficiaries: Additional provisions when shares are held for multiple beneficial owners
3. Stock Exchange Compliance: Additional provisions for listed shares subject to stock exchange regulations
4. Share Transfer Mechanisms: Detailed procedures for transferring shares when specific transfer restrictions apply
5. Tax Handling: Specific provisions regarding tax treatment and responsibilities when complex tax situations exist
6. Dispute Resolution: Mediation or arbitration procedures if preferred over standard court jurisdiction
7. Power of Attorney: Specific powers granted to the trustee when required for certain corporate actions
1. Schedule 1 - Details of Entrusted Shares: Comprehensive list of shares including certificate numbers, class, and nominal value
2. Schedule 2 - Fee Schedule: Detailed breakdown of trustee fees and payment terms
3. Schedule 3 - Reporting Requirements: Format and frequency of reports to be provided by trustee
4. Appendix A - Form of Transfer Notice: Template for share transfer notifications
5. Appendix B - Voting Instructions Form: Standard form for beneficial owner to provide voting instructions
6. Appendix C - Regulatory Compliance Checklist: List of regulatory requirements and compliance procedures
7. Appendix D - Power of Attorney Template: Standard form of power of attorney for corporate actions
Authors
Applicable Law
Beneficial Owner
Business Day
Company
Completion Date
Confidential Information
Corporate Actions
Dividends
Effective Date
Encumbrance
Entrusted Shares
Exercise Notice
Fiduciary Relationship
Governmental Authority
Instructions
Material Adverse Effect
Nominee
Parties
Regulatory Requirements
Related Rights
Relevant Exchange
Share Certificates
Shareholders' Meeting
Swiss Business Day
Term
Transfer
Trust Period
Trustee
Voting Rights
Working Hours
Written Instructions
Board Resolution
Articles of Association
Share Register
Disclosure Requirements
Distribution Rights
Exit Event
Force Majeure Event
Permitted Transfer
Regulatory Filings
Trust Declaration
Appointment
Share Transfer
Voting Rights
Dividend Rights
Corporate Actions
Trustee Obligations
Beneficial Owner Rights
Representations and Warranties
Regulatory Compliance
Reporting Requirements
Record Keeping
Fees and Expenses
Confidentiality
Data Protection
Anti-Money Laundering
Tax Matters
Liability and Indemnification
Force Majeure
Term and Duration
Termination
Consequences of Termination
Assignment and Transfer
Notices
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Banking
Investment Management
Corporate Services
Legal Services
Family Offices
Private Equity
Venture Capital
Asset Management
Trust and Fiduciary Services
Legal
Compliance
Corporate Secretarial
Trust Administration
Corporate Services
Investment Management
Risk Management
Corporate Governance
Wealth Management
Board Secretariat
Corporate Lawyer
Legal Counsel
Compliance Officer
Trust Administrator
Company Secretary
Corporate Services Manager
Fiduciary Manager
Investment Manager
Legal Director
Wealth Manager
Corporate Governance Officer
Risk Manager
Board Member
Managing Director
Chief Legal Officer
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