Entrusted Shareholding Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Entrusted Shareholding Agreement is a crucial document used in Swiss business practice when establishing nominee shareholding arrangements. It is particularly relevant in situations where beneficial ownership needs to be separated from legal ownership for strategic, commercial, or practical reasons. This agreement type is commonly used in Switzerland due to its sophisticated financial and corporate legal framework that recognizes and regulates fiduciary relationships. The document addresses key aspects such as voting rights, dividend distribution, regulatory compliance, and reporting obligations, while ensuring alignment with Swiss corporate law, financial market regulations, and anti-money laundering requirements. It's particularly important for private companies, family offices, and investment structures where confidentiality and professional shareholding management are required.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Financial Services

Banking

Investment Management

Corporate Services

Legal Services

Family Offices

Private Equity

Venture Capital

Asset Management

Trust and Fiduciary Services

Relevant Teams

Legal

Compliance

Corporate Secretarial

Trust Administration

Corporate Services

Investment Management

Risk Management

Corporate Governance

Wealth Management

Board Secretariat

Relevant Roles

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

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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