A Nominee Shareholder Agreement is essential when implementing share ownership structures where legal and beneficial ownership need to be separated for legitimate business purposes. This document is commonly used in Austria for corporate structuring, investment holdings, and international business arrangements. The agreement must comply with Austrian corporate law, particularly regarding transparency requirements and beneficial ownership disclosure. The Nominee Shareholder Agreement includes comprehensive provisions covering share management, voting rights, dividend distribution, regulatory compliance, and termination procedures. It's particularly important in situations involving foreign investment, corporate restructuring, or where confidentiality is required while maintaining full legal compliance with Austrian regulatory requirements.
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1. Parties: Identification of the Nominee Shareholder and the Beneficial Owner(s), including full legal names, registration numbers, and addresses
2. Background: Context of the nominee arrangement, including details of the relevant company and shares
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Company', 'Nominee Services', 'Beneficial Owner'
4. Appointment of Nominee: Terms of appointment and scope of nominee's role
5. Declaration of Trust: Formal declaration that shares are held in trust for the beneficial owner
6. Rights and Obligations of the Nominee: Detailed responsibilities including voting, dividend collection, and record-keeping
7. Rights and Obligations of the Beneficial Owner: Powers retained by the beneficial owner, including instruction rights and financial obligations
8. Fees and Expenses: Payment terms for nominee services and allocation of costs
9. Regulatory Compliance: Obligations regarding beneficial ownership disclosure, anti-money laundering regulations, and other legal requirements
10. Duration and Termination: Term of the agreement and circumstances for termination
11. Transfer of Shares: Procedures for transferring shares upon termination or as instructed
12. Confidentiality: Confidentiality obligations of both parties
13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Multiple Beneficial Owners: Required when shares are held for multiple beneficial owners, defining the relationship between owners
2. Stock Exchange Requirements: Necessary for nominee arrangements involving listed shares, addressing disclosure requirements
3. Power of Attorney: Optional section granting specific powers to the nominee for executing documents
4. Tax Matters: Detailed provisions on tax reporting and withholding responsibilities
5. Insurance: Requirements for professional indemnity insurance for the nominee
6. Force Majeure: Provisions for unforeseen circumstances affecting the nominee arrangement
7. Electronic Communications: Procedures for electronic voting and communications between parties
1. Schedule 1 - Share Details: Detailed description of shares subject to the nominee arrangement
2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms
3. Schedule 3 - Voting Instructions Form: Template for beneficial owner to provide voting instructions
4. Schedule 4 - Transfer Instructions Form: Template for share transfer instructions
5. Schedule 5 - Compliance Procedures: Detailed procedures for regulatory compliance and reporting
6. Schedule 6 - Power of Attorney Form: Standard form of power of attorney if required
7. Appendix A - Company Constitution: Copy of the relevant company's constitution or articles
8. Appendix B - Regulatory Declarations: Required regulatory declarations and forms
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