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A Nominee Agreement lets someone act officially on behalf of another person or company while keeping the real owner's identity private. In German business practice, these agreements often come up when managing assets, holding shares, or conducting transactions where confidentiality matters.

Under German law, the nominee (Treuhänder) must follow strict fiduciary duties and documentation requirements. The agreement spells out how the nominee can act, what decisions need the owner's approval, and how profits or losses flow back to the real owner. Banking regulations and anti-money laundering rules place extra requirements on these arrangements, especially for financial transactions.

Consider using a Nominee Agreement when you need to maintain privacy while conducting legitimate business transactions in Germany. Common situations include real estate purchases where discretion is crucial, holding company shares temporarily during corporate restructuring, or managing assets for international investors who prefer keeping their involvement confidential.

The agreement becomes especially valuable in merger negotiations, where premature disclosure could affect market prices or competitive positions. German banks and investment firms often use these agreements for client asset management, though strict Know-Your-Customer rules mean the nominee must still verify the true owner's identity to regulators.

• Share Nominee Agreement: Used for holding company shares on behalf of others, with detailed provisions for voting rights and dividend distributions
• Property Nominee Agreement: Common in real estate transactions, specifying management rights and profit sharing from property holdings
• Trust Nominee Agreement: Focuses on asset management duties, reporting requirements, and investment restrictions
• Corporate Nominee Agreement: Designed for business representation, including specific powers for signing authority and corporate governance
• Banking Nominee Agreement: Tailored for financial institutions, incorporating strict compliance requirements and transaction limitations

• Nominee (Treuhänder): The person or company legally acting on behalf of others, often a lawyer, bank, or professional trustee bound by strict fiduciary duties
• Principal (Treugeber): The real owner who remains behind the scenes while maintaining actual control and economic benefits
• Legal Counsel: Drafts and reviews the Nominee Agreement to ensure compliance with German law and proper protection for all parties
• Banks/Financial Institutions: Often serve as nominees or facilitate transactions under these agreements while monitoring compliance
• Regulatory Authorities: Oversee these arrangements to prevent misuse and ensure transparency where required by law

• Identity Details: Gather complete information for both nominee and principal, including registration numbers for companies
• Asset Scope: Define exactly which assets or rights the nominee will manage, with clear descriptions and values
• Authority Limits: List specific actions the nominee can take independently versus those needing principal approval
• Duration Terms: Determine the agreement's timeframe and conditions for termination or extension
• Compliance Check: Verify anti-money laundering requirements and regulatory obligations for the specific asset type
• Documentation: Prepare reporting structures and record-keeping protocols that satisfy German transparency laws

• Party Identification: Full legal names, addresses, and registration details of nominee and principal
• Scope Definition: Precise description of assets, rights, and responsibilities being transferred
• Authority Parameters: Clear outline of nominee's powers and limitations under German civil law
• Compensation Terms: Detailed fee structure and payment arrangements for nominee services
• Liability Provisions: Risk allocation and indemnification clauses following German fiduciary principles
• Termination Conditions: Specific circumstances and procedures for ending the agreement
• Confidentiality Terms: Data protection measures compliant with GDPR requirements

A Nominee Agreement differs significantly from an Agency Agreement, though both involve one party acting on behalf of another. Let's explore their key differences:

• Disclosure Requirements: In an Agency Agreement, the agent openly represents the principal, while a Nominee Agreement keeps the principal's identity confidential from third parties
• Legal Authority: Agents typically have broader decision-making powers and can bind the principal directly, whereas nominees usually have more limited, specifically defined powers
• Duration and Purpose: Agency Agreements often serve ongoing business relationships, while Nominee Agreements commonly focus on specific transactions or asset holdings
• Regulatory Framework: Under German law, Agency Agreements fall under standard commercial law (Handelsgesetzbuch), while Nominee Agreements require additional compliance with trust and financial regulations
• Liability Structure: Agents act as direct representatives with clearer liability chains, while nominees bear more personal responsibility while shielding the principal