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Nominee Shareholder Agreement

Nominee Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement under Dutch law for a corporate nominee holding 30% shares in a real estate investment company, with quarterly reporting requirements and specific provisions for dividend distributions."

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Document background
The Nominee Shareholder Agreement is a crucial document used in Dutch corporate structuring when shares need to be held by a nominee on behalf of a beneficial owner. This arrangement is common in international business structures, investment holdings, and situations requiring specialized corporate services. The agreement must comply with Dutch legal requirements, including the Dutch Civil Code, Financial Supervision Act, and anti-money laundering regulations. It typically includes comprehensive provisions on voting rights, dividend distributions, compliance obligations, and termination procedures. The document is essential for establishing clear lines of authority and responsibility between the nominee and beneficial owner while ensuring transparency for regulatory purposes.
Suggested Sections

1. Parties: Identification of the nominee shareholder(s) and the beneficial owner(s), including full legal names, registration numbers, and addresses

2. Background: Context of the nominee arrangement, including the company details and purpose of the nominee structure

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Declaration of Trust: Formal appointment of the nominee and declaration of trust over the shares

5. Nominee's Obligations: Core duties of the nominee, including holding shares, maintaining records, and following instructions

6. Beneficial Owner's Rights and Obligations: Rights of the beneficial owner regarding voting, dividends, and decision-making, and their obligations including indemnification

7. Voting Rights and Instructions: Procedures for exercising voting rights and giving/receiving voting instructions

8. Dividends and Financial Benefits: Handling of dividends, distributions, and other financial benefits from the shares

9. Compliance and Regulatory Matters: Obligations regarding regulatory compliance, particularly under Dutch law

10. Duration and Termination: Term of the agreement and circumstances for termination

11. Transfer and Assignment: Provisions regarding transfer of beneficial ownership and nominee rights

12. Confidentiality: Obligations regarding confidential information

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

Optional Sections

1. Multiple Nominees: Additional provisions for cases involving multiple nominee shareholders, defining their relationship and coordination

2. Corporate Actions: Specific procedures for handling corporate actions like rights issues, share splits, or mergers

3. Security Interest: Provisions for creating or dealing with security interests over the shares

4. Costs and Expenses: Detailed breakdown of cost allocation between parties

5. Power of Attorney: Specific powers of attorney granted to nominees or beneficial owners

6. Anti-Money Laundering Provisions: Enhanced AML provisions for high-risk situations or complex structures

7. Reporting Requirements: Additional reporting obligations beyond statutory requirements

Suggested Schedules

1. Share Details: Schedule listing the specific shares covered by the nominee arrangement

2. Form of Declaration of Trust: Standard form declaration required under Dutch law

3. KYC Documentation Requirements: List of required documentation for compliance purposes

4. Voting Instructions Protocol: Detailed procedures for giving and acting on voting instructions

5. Fee Schedule: Breakdown of nominee fees and payment terms

6. Register of Instructions: Template for maintaining records of instructions given by beneficial owner

7. UBO Declaration Form: Ultimate Beneficial Owner declaration form as required by Dutch law

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Beneficial Owner
Board
Business Day
Company
Confidential Information
Declaration of Trust
Dividends
Dutch Civil Code
Effective Date
Encumbrance
Financial Year
Governmental Authority
Instruction Notice
Nominee
Nominee Services
Parties
Register of Shareholders
Regulatory Requirements
Rights
Services Fee
Shares
Share Transfer
Shareholders' Resolution
Target Company
Term
Trade Register
UBO Register
Voting Rights
Wwft (Dutch Anti-Money Laundering and Anti-Terrorist Financing Act)
Wft (Financial Supervision Act)
Relevant Industries

Financial Services

Corporate Services

Investment Management

Private Equity

Real Estate

International Trade

Professional Services

Family Offices

Wealth Management

Corporate Structuring

Relevant Teams

Legal

Compliance

Corporate Secretariat

Corporate Services

Risk Management

Investment

Corporate Governance

Finance

Board of Directors

Relevant Roles

Corporate Lawyer

Legal Counsel

Compliance Officer

Company Secretary

Corporate Services Manager

Trust Officer

Investment Manager

Legal Director

Corporate Governance Officer

Risk Manager

Board Member

Chief Legal Officer

Managing Director

Financial Controller

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing corporate entities, shareholder rights, and corporate governance in the Netherlands. Particularly relevant for provisions on share ownership, transfer of shares, and shareholder obligations.
Financial Supervision Act (Wet op het financieel toezicht - Wft): Regulates financial services and markets in the Netherlands, including requirements for transparency in share ownership and financial transactions.
Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft): Sets requirements for customer due diligence and prevention of money laundering, particularly relevant for nominee structures to ensure transparency and legitimacy.
Dutch Corporate Governance Code: While not strictly law, provides important guidelines for corporate governance practices that should be considered in nominee arrangements, especially for listed companies.
Dutch General Data Protection Regulation Implementation Act (UAVG): Relevant for handling personal data of involved parties and ensuring compliance with privacy regulations in the nominee arrangement.
Registration Requirements - Trade Register Act (Handelsregisterwet): Governs the registration of beneficial owners and shareholders in the Dutch Commercial Register, including requirements for nominee shareholders.
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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