The Entrusted Shareholding Agreement is a crucial document used in the Netherlands when there is a need to separate legal and beneficial ownership of shares. This arrangement may be necessary for various reasons, including corporate structuring, regulatory compliance, or business strategy. The agreement is particularly relevant in scenarios involving international investments, family business arrangements, or complex corporate structures. It details how the Trustee will hold and manage shares on behalf of the Beneficial Owner, while ensuring compliance with Dutch law, including the Dutch Civil Code (Burgerlijk Wetboek) and financial regulations. The document comprehensively addresses voting rights, dividend distribution, reporting obligations, and termination procedures, while maintaining transparency and protecting the interests of all parties involved.
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1. Parties: Identification of the Entrusting Party (beneficial owner) and the Trustee (nominal shareholder), including full legal names, addresses, and registration details if applicable
2. Background: Context of the arrangement, including details of the company whose shares are being entrusted, and the purpose of the entrusted shareholding arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Company', 'Entrusted Rights', 'Beneficial Ownership', etc.
4. Appointment and Acceptance: Formal appointment of the Trustee and their acceptance of the role, including the scope of the entrustment
5. Transfer of Shares: Details of the share transfer process to the Trustee and registration requirements
6. Rights and Obligations of the Trustee: Comprehensive outline of the Trustee's duties, including voting rights, dividend handling, and reporting obligations
7. Rights of the Beneficial Owner: Specification of the Entrusting Party's rights, including economic benefits and instruction rights
8. Decision Making Process: Procedures for how the Trustee must consult with and follow instructions from the Beneficial Owner
9. Financial Arrangements: Handling of dividends, other distributions, and any fees payable to the Trustee
10. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
11. Return Transfer of Shares: Procedure for transferring shares back to the Beneficial Owner or their nominee upon termination
12. Confidentiality: Obligations regarding confidential treatment of information
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Anti-Money Laundering Compliance: Required when dealing with international parties or high-value transactions, detailing compliance requirements under Wwft
2. Tax Matters: Include when specific tax arrangements need to be addressed, particularly for international beneficial owners
3. Power of Attorney: Include when the Trustee requires specific authorization to act on behalf of the Beneficial Owner in certain matters
4. Change of Control Provisions: Include when there's a need to address potential changes in control of either party
5. Dispute Resolution: Alternative dispute resolution procedures, recommended for international parties
6. Insurance: Include when specific insurance requirements need to be maintained by either party
7. Registration Rights: Include for listed companies or when specific registration requirements apply
1. Schedule 1 - Share Details: Detailed description of the shares being entrusted, including share certificates numbers and class of shares
2. Schedule 2 - Company Information: Key details about the Company whose shares are being entrusted, including registration number and address
3. Schedule 3 - Fee Schedule: If applicable, details of any fees payable to the Trustee
4. Schedule 4 - Voting Rights Protocol: Detailed procedures for how voting rights will be exercised
5. Schedule 5 - Reporting Requirements: Format and timing of regular reports from Trustee to Beneficial Owner
6. Appendix A - Form of Transfer Deed: Template for share transfer documentation
7. Appendix B - Power of Attorney: Standard form of power of attorney if required
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