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.
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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
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
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
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