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Nominee Agreement
I need a nominee agreement to appoint a nominee to hold shares on behalf of the beneficial owner, ensuring confidentiality and compliance with UAE regulations. The agreement should outline the nominee's responsibilities, indemnification clauses, and the process for transferring shares back to the beneficial owner upon request.
What is a Nominee Agreement?
A Nominee Agreement lets one party (the nominator) officially appoint another party (the nominee) to hold assets, shares, or property on their behalf in the UAE. While the nominee appears as the legal owner on paper, they must follow the nominator's instructions and acknowledge that the true ownership belongs to the nominator.
Under UAE commercial law, these agreements help facilitate business arrangements where companies need local ownership structures. They're commonly used when foreign investors partner with UAE nationals to meet local ownership requirements, though it's crucial to structure them carefully to comply with UAE's foreign ownership and commercial regulations.
When should you use a Nominee Agreement?
Consider using a Nominee Agreement when establishing a business presence in the UAE while working with local partners. This arrangement proves essential for foreign investors who need to maintain effective control over their business interests while complying with local ownership requirements, particularly in mainland UAE companies where local ownership thresholds apply.
The agreement becomes valuable during corporate restructuring, trust arrangements, or when setting up holding companies. It helps protect intellectual property rights, manage operational control, and ensure clear documentation of beneficial ownership - especially important in sectors where foreign ownership restrictions exist, like retail or commercial agencies.
What are the different types of Nominee Agreement?
- Share Nominee Agreement: Used in UAE corporate structures when local shareholders hold company shares on behalf of foreign investors, including detailed voting rights and profit distribution terms
- Property Nominee Agreement: Common in real estate transactions where a local nominee holds property title while the foreign beneficial owner maintains control over the asset
- Corporate Director Nominee Agreement: Establishes arrangements where professional nominees serve as company directors while following the actual owner's instructions
- Bank Account Nominee Agreement: Structures relationships where nominees operate bank accounts under specific guidelines while acknowledging the true beneficiary's rights
Who should typically use a Nominee Agreement?
- Foreign Investors: Act as nominators who retain beneficial ownership while complying with UAE ownership requirements
- UAE Nationals: Serve as nominees, holding legal title to shares or assets while acknowledging the true owner's rights
- Corporate Lawyers: Draft and structure nominee agreements to ensure compliance with UAE commercial laws and protect all parties' interests
- Company Directors: Execute and oversee nominee arrangements as part of corporate governance structures
- Legal Consultants: Advise on regulatory compliance and help structure agreements to meet Department of Economic Development requirements
How do you write a Nominee Agreement?
- Party Details: Gather full legal names, Emirates ID numbers, and contact information for both nominee and nominator
- Asset Information: Document specific details of shares, property, or assets being held under the nominee arrangement
- Ownership Structure: Outline the agreed beneficial ownership percentages and control mechanisms
- Payment Terms: Define any nominee fees, profit-sharing arrangements, or compensation structures
- Duration Terms: Specify agreement length, renewal conditions, and termination procedures
- Compliance Check: Verify alignment with UAE ownership requirements and commercial regulations
What should be included in a Nominee Agreement?
- Party Identification: Clear details of nominee and nominator, including Emirates ID numbers and legal capacities
- Asset Description: Precise identification of shares, property, or assets covered by the agreement
- Control Provisions: Specific rights and powers granted to the nominee, including voting and management limitations
- Beneficial Ownership: Express acknowledgment of true ownership and nominee's fiduciary duties
- Termination Clauses: Conditions for ending the agreement and asset transfer procedures
- Governing Law: Explicit reference to UAE law and jurisdiction for dispute resolution
- Confidentiality Terms: Provisions protecting sensitive business information and arrangement details
What's the difference between a Nominee Agreement and a Co-Ownership Agreement?
A Nominee Agreement differs significantly from a Co-Ownership Agreement in both structure and purpose, though both deal with asset ownership arrangements. While a Nominee Agreement creates a relationship where one party holds legal title for another's benefit, a Co-Ownership Agreement establishes direct shared ownership rights among multiple parties.
- Legal Control: Nominee Agreements maintain beneficial ownership with the nominator while giving legal title to the nominee; Co-Ownership Agreements grant direct ownership rights to all parties
- Purpose: Nominee structures often facilitate foreign investment compliance in UAE, while Co-Ownership deals with genuine shared ownership interests
- Rights Distribution: Nominees must follow the nominator's instructions, whereas co-owners have independent decision-making authority
- Liability Structure: Nominees generally face limited liability as title holders, while co-owners share direct responsibility for the asset
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