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Entrusted Shareholding Agreement
"I need an Entrusted Shareholding Agreement for a family business arrangement where my brother will act as nominee shareholder for my 25% shareholding in our technology company based in Mumbai, with the arrangement to commence from March 2025."
1. Parties: Details of the entrusting shareholder (beneficial owner) and the nominee shareholder
2. Background: Context of the arrangement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Entrustment: Details of shares being entrusted, including quantity, class, and company details
5. Declaration of Trust: Formal declaration of the nominee holding shares in trust for the beneficial owner
6. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee shareholder including voting, dividend collection, and record-keeping
7. Rights and Obligations of the Beneficial Owner: Powers retained by the beneficial owner and their ongoing obligations
8. Consideration and Expenses: Any fees or expense arrangements between the parties
9. Representations and Warranties: Standard and specific warranties from both parties
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Share Transfer Mechanism: Process for transferring shares back to beneficial owner or their nominee
12. Confidentiality: Provisions for maintaining confidentiality of the arrangement
13. Indemnification: Mutual indemnification provisions
14. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
15. Dispute Resolution: Process for resolving disputes between parties
1. Foreign Exchange Compliance: Required when any party is non-resident or foreign exchange regulations apply
2. Multiple Beneficial Owners: Required when shares are held for multiple beneficial owners
3. Voting Arrangements: Detailed voting procedures when specific voting arrangements are required
4. Dividend Distribution Mechanism: Specific arrangements for handling and distributing dividends
5. Change in Law Provisions: Mechanisms to handle regulatory changes affecting the arrangement
6. Step-in Rights: Rights of beneficial owner to replace nominee in specific circumstances
7. Anti-dilution Provisions: Protection mechanisms for beneficial owner in case of corporate actions
1. Schedule 1 - Share Details: Detailed description of shares including certificate numbers, distinctive numbers, and class of shares
2. Schedule 2 - Company Information: Details of the company whose shares are being entrusted
3. Schedule 3 - Initial Resolutions: Format of board/shareholder resolutions required to implement the arrangement
4. Schedule 4 - Transfer Forms: Pro-forma share transfer forms for future use
5. Schedule 5 - Power of Attorney: Format of power of attorney if required for the arrangement
6. Schedule 6 - Deed of Adherence: Format for adding new parties to the agreement if required
7. Appendix A - Communication Protocols: Agreed procedures for communications between parties
8. Appendix B - Regulatory Compliance Checklist: List of compliance requirements and documentation
Authors
Applicable Law
Beneficial Owner
Board
Business Day
Company
Confidential Information
Corporate Action
Deed of Adherence
Dividends
Effective Date
Encumbrance
Entrusted Shares
Event of Default
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Nominee Shareholder
Notice
Parties
Power of Attorney
Regulatory Approvals
Related Party
Relevant Jurisdiction
Rights and Interests
SEBI
Share Certificates
Shareholders
Shares
Stock Exchange
Termination Date
Term
Transfer
Trust
Trust Property
Voting Rights
Working Day
Writing
Declaration of Trust
Appointment of Nominee
Beneficial Ownership
Share Management
Voting Rights
Dividend Rights
Transfer Restrictions
Nominee Obligations
Beneficial Owner Rights
Representations and Warranties
Consideration
Costs and Expenses
Regulatory Compliance
Foreign Exchange Compliance
Tax Compliance
Record Keeping
Reporting Requirements
Confidentiality
Non-Disclosure
Powers of Attorney
Corporate Actions
Decision Making
Risk Allocation
Indemnification
Force Majeure
Term and Duration
Termination Rights
Share Transfer Mechanism
Events of Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Financial Services
Banking
Investment Management
Real Estate
Technology
Manufacturing
Retail
Healthcare
Infrastructure
Mining
Telecommunications
Media and Entertainment
Legal
Compliance
Corporate Secretarial
Finance
Risk Management
Corporate Governance
Investment
Board Secretariat
Legal Counsel
Company Secretary
Compliance Officer
Corporate Lawyer
Investment Manager
Chief Financial Officer
Chief Legal Officer
Board Director
Managing Director
Shareholder Relations Manager
Risk Management Officer
Corporate Governance Officer
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