Nominee Shareholder Agreement Template for Denmark

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Nominee Shareholder Agreement

Document background
The Nominee Shareholder Agreement is a crucial document used in Danish corporate structures where legal and beneficial ownership of shares need to be separated for legitimate business purposes. This arrangement is common in international investment structures, family wealth management, and corporate reorganizations. The agreement ensures compliance with Danish corporate law while establishing clear rights and obligations between parties. A properly structured Nominee Shareholder Agreement is essential for maintaining transparency with regulatory authorities, protecting the beneficial owner's interests, and ensuring the nominee can effectively perform their duties. The document must align with Danish financial regulations, particularly regarding beneficial ownership disclosure requirements and anti-money laundering provisions.
Suggested Sections

1. Parties: Identification of the Beneficial Owner and the Nominee Shareholder, including full legal names, registration numbers, and addresses

2. Background: Context of the nominee arrangement, including details of the company whose shares are subject to the agreement

3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Company', 'Beneficial Owner', 'Nominee', 'Voting Rights', etc.

4. Appointment of Nominee: Formal appointment of the nominee and transfer of shares into nominee's name

5. Declaration of Trust: Nominee's acknowledgment of holding shares in trust for the beneficial owner

6. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee, including voting, dividend collection, and record-keeping

7. Rights and Instructions of the Beneficial Owner: Beneficial owner's rights to direct the nominee and receive economic benefits

8. Regulatory Compliance: Obligations regarding beneficial ownership disclosure, anti-money laundering requirements, and other regulatory matters

9. Fees and Expenses: Payment terms for nominee services and allocation of costs

10. Termination: Circumstances and procedures for ending the nominee arrangement

11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Share Transfer Restrictions: Additional restrictions on transfer of shares beyond those in the company's articles, used when specific transfer limitations are needed

2. Corporate Actions: Procedures for handling rights issues, share splits, or other corporate actions, included for listed companies or where corporate actions are likely

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

4. Power of Attorney: Specific powers granted to the nominee, included when broader authority is required

5. Tax Matters: Specific tax handling procedures, included when complex tax situations exist

6. Multiple Beneficial Owners: Additional provisions for multiple beneficial owners, used when shares are held for more than one beneficial owner

7. Electronic Communications: Provisions for electronic voting and communications, important for listed companies

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares subject to the nominee arrangement, including share numbers, classes, and nominal values

2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms

3. Schedule 3 - Voting Instructions Protocol: Procedures for providing and acting on voting instructions

4. Schedule 4 - Required Notices and Filings: List of regulatory notifications and filings required under Danish law

5. Schedule 5 - Form of Power of Attorney: Standard form of power of attorney for nominee actions

6. Appendix A - Company Information: Details of the company whose shares are subject to the agreement

7. Appendix B - Beneficial Owner Due Diligence: Required beneficial owner information and documentation for regulatory compliance

Authors

Relevant legal definitions
Relevant Industries
Relevant Teams
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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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