The Entrusted Shareholding Agreement is a crucial legal instrument used in Nigerian corporate practice when establishing nominee shareholding arrangements. This document is particularly relevant in situations requiring local ownership structures, corporate reorganizations, or strategic business arrangements within the Nigerian regulatory framework. It must comply with the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and other relevant Nigerian legislation. The agreement comprehensively details the relationship between the beneficial owner and nominee shareholder, including their respective rights and obligations, voting procedures, dividend arrangements, and termination provisions. It's essential for ensuring transparency in beneficial ownership while maintaining legitimate business interests and regulatory compliance.
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1. Parties: Identification of the Entrusting Party (beneficial owner) and the Entrusted Party (nominee shareholder), including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the entrusted shareholding arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Company', 'Trust Period', and other relevant terms
4. Declaration of Trust: Clear statement that the Entrusted Party holds the shares in trust for the Entrusting Party
5. Rights and Obligations of the Entrusted Party: Detailed description of the nominee shareholder's duties, including voting rights, dividend handling, and reporting obligations
6. Rights and Obligations of the Entrusting Party: Specifications of the beneficial owner's rights, including right to dividends, voting instructions, and information rights
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Transfer of Shares: Procedures for transferring shares back to the Entrusting Party or to third parties
9. Confidentiality: Provisions regarding the confidential nature of the arrangement and handling of sensitive information
10. Compliance with Laws: Obligations to comply with relevant Nigerian laws, including CAMA 2020 and securities regulations
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution
1. Multiple Beneficiaries: Section to be included when there are multiple beneficial owners, defining their respective rights and relationships
2. Special Voting Arrangements: Detailed procedures for specific voting scenarios or requirements, used when complex voting arrangements are needed
3. Corporate Actions: Procedures for handling rights issues, bonus shares, or other corporate actions, included when such events are anticipated
4. Power of Attorney: Specific powers granted to the Entrusted Party, included when broader authority is required
5. Dispute Resolution: Detailed dispute resolution procedures, including mediation or arbitration clauses, when parties prefer alternative dispute resolution
6. Indemnification: Provisions for indemnifying the Entrusted Party, included when additional protection is required
7. Fees and Expenses: Details of any fees payable to the Entrusted Party, included when the arrangement is not gratuitous
1. Schedule 1 - Details of the Shares: Specific details of the shares held in trust, including share certificate numbers, class of shares, and number of shares
2. Schedule 2 - Company Information: Details of the company whose shares are being held in trust, including registration number and registered address
3. Schedule 3 - Voting Procedures: Detailed procedures for how voting instructions should be given and carried out
4. Schedule 4 - Transfer Procedures: Step-by-step procedures for implementing share transfers
5. Appendix A - Form of Transfer Notice: Template for notice to be given when shares are to be transferred
6. Appendix B - Power of Attorney: Standard form of power of attorney if required
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