Entrusted Shareholding Agreement Template for Ireland

The Entrusted Shareholding Agreement is commonly used in Ireland when there is a need to separate legal and beneficial ownership of shares for legitimate business or strategic purposes. This arrangement may be required for various reasons, including corporate structuring, confidentiality requirements, or international business operations. The agreement complies with Irish legal requirements, including the Companies Act 2014 and relevant trust law, while addressing anti-money laundering and beneficial ownership reporting obligations. It provides comprehensive coverage of key aspects such as voting rights, dividend distributions, reporting requirements, and termination provisions. The document is particularly valuable for international businesses, investment structures, and situations where professional nominees are required to hold shares on behalf of beneficial owners.

1. Parties: Identification of the entrusting party (beneficial owner), the entrusted shareholder, and the company whose shares are subject to the agreement

2. Background: Context of the arrangement, including the company's details and the purpose of the entrusted shareholding arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Trust Period', 'Beneficial Interest', etc.

4. Declaration of Trust: Formal declaration establishing the trust relationship and confirming the entrusted shareholder holds the shares for the beneficial owner

5. Rights and Obligations of the Entrusted Shareholder: Detailed provisions regarding the entrusted shareholder's duties, including voting rights, attendance at meetings, and maintaining confidentiality

6. Rights of the Beneficial Owner: Specification of the beneficial owner's rights regarding dividends, voting instructions, and information rights

7. Economic Benefits: Arrangements for handling dividends, distributions, and other economic benefits derived from the shares

8. Voting Arrangements: Procedures for exercising voting rights and following the beneficial owner's instructions

9. Duration and Termination: Terms regarding the duration of the arrangement and circumstances for termination

10. Transfer Restrictions: Limitations on transferring the shares or beneficial interest

11. Representations and Warranties: Standard representations and warranties from both parties

12. Confidentiality: Provisions regarding the confidential nature of the arrangement and handling of sensitive information

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes