The Nominee Shareholder Agreement is essential in Pakistani corporate structures where share ownership needs to be held through a nominee arrangement. This document is commonly used in situations involving family businesses, corporate restructuring, or where beneficial ownership needs to be separated from legal ownership for strategic or practical reasons. The agreement must comply with Pakistani legislation, particularly the Companies Act 2017 and SECP regulations, and includes comprehensive provisions for share management, voting rights, dividend distribution, and termination procedures. The Nominee Shareholder Agreement typically contains detailed clauses addressing fiduciary duties, compliance requirements, and reporting obligations, ensuring transparency while protecting the interests of both the nominee and beneficial owner.
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1. Parties: Identifies the Nominee Shareholder and the Beneficial Owner with their full legal names and addresses
2. Background: Sets out the context of the agreement, including details of the company whose shares are subject to the nominee arrangement
3. Definitions: Defines key terms used throughout the agreement including 'Shares', 'Dividends', 'Voting Rights', etc.
4. Appointment of Nominee: Formal appointment of the nominee and acceptance of the role
5. Declaration of Trust: Nominee's declaration that they hold the shares in trust for the beneficial owner
6. Rights and Obligations of the Nominee: Details the nominee's responsibilities including voting, dividend collection, and record-keeping
7. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights to direct the nominee and obligations regarding fees and indemnification
8. Voting Instructions: Process for the beneficial owner to provide voting instructions to the nominee
9. Dividends and Distributions: Handling of dividends and other distributions received on the shares
10. Fees and Expenses: Payment terms for the nominee's services and reimbursement of expenses
11. Termination: Circumstances and process for terminating the nominee arrangement
12. Governing Law and Jurisdiction: Specifies Pakistani law as governing law and defines jurisdiction for disputes
1. Foreign Investment Provisions: Required when the beneficial owner is a foreign entity, addressing compliance with FERA and foreign investment regulations
2. Anti-Money Laundering Compliance: Detailed AML provisions when dealing with high-risk jurisdictions or complex ownership structures
3. Corporate Actions: Procedures for handling rights issues, bonus shares, and other corporate actions when relevant
4. Replacement of Nominee: Process for appointing a replacement nominee, if this flexibility is desired
5. Confidentiality: Additional confidentiality provisions when dealing with sensitive business information
6. Power of Attorney: Including specific powers of attorney when the nominee needs broader authority
7. Tax Representations: Specific tax-related representations and warranties when complex tax structures are involved
1. Schedule 1 - Share Details: Details of the shares subject to the nominee arrangement including share certificate numbers and class of shares
2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms
3. Schedule 3 - Voting Instruction Form: Standard form for the beneficial owner to provide voting instructions
4. Schedule 4 - Transfer Forms: Pre-signed share transfer forms for termination scenarios
5. Appendix A - Company Information: Details of the company whose shares are subject to the arrangement
6. Appendix B - KYC Documentation: Required identity and verification documents for both parties
7. Appendix C - Regulatory Declarations: Standard declarations required under Pakistani law for nominee arrangements
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