The Nominee Shareholder Agreement is a crucial document used in Malta's corporate and financial services sector when establishing nominee arrangements for share ownership. This agreement is required whenever a person or entity (the nominee) agrees to hold shares in a Maltese company on behalf of another person or entity (the beneficial owner). The document must comply with Malta's robust regulatory framework, including the Companies Act (Chapter 386), the Company Service Providers Act, and various financial services regulations. The agreement details the nominee's responsibilities, the beneficial owner's rights, compliance requirements, and reporting obligations. Given Malta's position as a financial services hub, this type of agreement is commonly used in international business structures while ensuring transparency and regulatory compliance.
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1. Parties: Identification of the Nominee Shareholder and the Beneficial Owner
2. Background: Context of the nominee arrangement and brief description of the underlying company
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Appointment and Duration: Terms of appointment of the nominee shareholder and duration of the arrangement
5. Nominee Services: Detailed description of services to be provided by the nominee shareholder
6. Rights and Obligations of the Nominee: Specific duties, responsibilities and limitations of the nominee shareholder
7. Rights and Obligations of the Beneficial Owner: Beneficial owner's rights, including instruction rights and obligations
8. Compliance Requirements: Regulatory compliance obligations under Maltese law, including AML requirements
9. Fees and Expenses: Payment terms for nominee services and reimbursement of expenses
10. Indemnification: Mutual indemnification provisions and liability limitations
11. Confidentiality: Confidentiality obligations regarding the arrangement and company information
12. Termination: Grounds and procedures for termination of the nominee arrangement
13. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
1. Multiple Nominees: Additional provisions for cases involving multiple nominee shareholders
2. Voting Arrangements: Specific procedures for voting rights and shareholder meetings
3. Power of Attorney: Specific powers granted to the nominee via power of attorney
4. Tax Matters: Specific provisions regarding tax compliance and reporting
5. Insurance: Requirements for professional indemnity insurance
6. Change of Control: Provisions dealing with change in beneficial ownership
7. Force Majeure: Provisions for extraordinary circumstances affecting the arrangement
1. Schedule 1 - Share Details: Details of the shares held under the nominee arrangement
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees and payment terms
3. Schedule 3 - Company Details: Information about the company whose shares are subject to the arrangement
4. Schedule 4 - Compliance Documentation: Required regulatory forms and declarations under Maltese law
5. Schedule 5 - Declaration of Trust: Form of declaration of trust confirming the nominee arrangement
6. Appendix A - Power of Attorney: Form of power of attorney if required
7. Appendix B - AML Documentation: Required anti-money laundering documentation and forms
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