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Nominee Shareholder Agreement

Nominee Shareholder Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Nominee Shareholder Agreement

"I need a Nominee Shareholder Agreement for my Dubai-based trading company where a corporate service provider will act as nominee for 30% of shares, with specific provisions for quarterly reporting and automatic termination if regulatory compliance isn't maintained."

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Document background
The Nominee Shareholder Agreement is a crucial document used in the United Arab Emirates when establishing nominee shareholding arrangements within corporate structures. This agreement is particularly relevant in situations where, for strategic or commercial reasons, the legal ownership of shares needs to be held by a nominee while the beneficial ownership remains with another party. The document complies with UAE Federal Law No. 32 of 2021 and related regulations, addressing key aspects such as Ultimate Beneficial Ownership requirements, anti-money laundering compliance, and corporate governance standards. The agreement typically includes comprehensive provisions covering share management, voting rights, dividend distribution, regulatory reporting, and termination procedures, while ensuring transparency with relevant authorities.
Suggested Sections

1. Parties: Identifies the Nominee Shareholder and the Beneficial Owner with full legal names and addresses

2. Background: Sets out the context of the agreement, including details of the Company and the purpose of the nominee arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Shares', 'Company', 'Nominee Services', etc.

4. Appointment and Services: Establishes the appointment of the nominee and scope of nominee services

5. Declaration of Trust: Confirms that the Nominee holds the shares in trust for the Beneficial Owner

6. Rights and Obligations of the Nominee: Details the nominee's responsibilities, including voting rights, dividend handling, and reporting obligations

7. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights, including economic benefits and decision-making authority

8. Fees and Expenses: Outlines the fee structure for nominee services and allocation of costs

9. Compliance and Reporting: Addresses regulatory compliance requirements, including UBO reporting and AML obligations

10. Termination: Sets out circumstances and procedures for terminating the agreement

11. Governing Law and Jurisdiction: Specifies UAE law as governing law and defines jurisdiction for dispute resolution

Optional Sections

1. Power of Attorney: Include when the nominee requires specific authority to act on behalf of the beneficial owner

2. Dividend Policy: Include when specific arrangements for handling dividends need to be detailed

3. Share Transfer Provisions: Include when specific procedures for future share transfers need to be established

4. Confidentiality: Include when additional confidentiality provisions beyond standard terms are required

5. Non-Competition: Include when the nominee needs to be restricted from similar arrangements with competitors

6. Force Majeure: Include when specific events beyond parties' control need to be addressed

7. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred over court proceedings

Suggested Schedules

1. Schedule 1 - Company Details: Details of the Company including registration number, address, and share capital structure

2. Schedule 2 - Share Details: Specific details of shares held by the nominee, including share numbers and class

3. Schedule 3 - Fee Schedule: Detailed breakdown of nominee service fees and payment terms

4. Schedule 4 - Nominee Services: Comprehensive list of services to be provided by the nominee

5. Appendix A - Form of Power of Attorney: Template power of attorney document if required

6. Appendix B - Regulatory Compliance Checklist: List of compliance requirements and reporting obligations

7. Appendix C - Transfer Instructions: Standard form for providing share transfer instructions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
































Clauses






























Relevant Industries

Financial Services

Real Estate

Investment Management

Professional Services

International Trade

Hospitality

Manufacturing

Technology

Retail

Construction

Family Business

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Risk Management

Corporate Services

Company Secretarial

Board of Directors

Investment

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Investment Manager

Corporate Governance Officer

Business Development Director

Risk Manager

Company Director

Board Member

Corporate Services Manager

Shareholder Relations Manager

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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