The Nominee Shareholder Agreement is essential in Singapore's corporate landscape where nominee arrangements are commonly used for legitimate business purposes. This agreement establishes the legal framework for nominee shareholding arrangements, ensuring compliance with Singapore's regulatory requirements while protecting both parties' interests. The document outlines the nominee's duties, beneficial owner's rights, and includes provisions for share transfers, voting rights, dividend payments, and termination procedures. It's particularly important given Singapore's strict corporate governance requirements and the need for transparency in beneficial ownership structures.
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1. Parties: Identifies the nominee shareholder and beneficial owner with their full legal names, registration numbers, and addresses
2. Background: Explains the context of the nominee arrangement and the intention of the parties to enter into this agreement
3. Definitions: Defines key terms used throughout the agreement including 'Shares', 'Nominee', 'Beneficial Owner', and other relevant terms
4. Appointment of Nominee: Terms of appointment and scope of nominee's role, including acceptance of appointment
5. Rights and Obligations: Details the rights and duties of both the nominee shareholder and beneficial owner
6. Declaration of Trust: Confirms the nominee holds shares in trust for the beneficial owner and details of the trust arrangement
7. Indemnification: Protection and indemnity provisions for the nominee against claims and liabilities
8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
1. Power of Attorney: Specific powers granted to the nominee to act on behalf of the beneficial owner
2. Confidentiality: Additional confidentiality obligations beyond standard terms
3. Foreign Investment Provisions: Special provisions applicable when the beneficial owner is not a Singapore resident
1. Schedule 1 - Share Details: Specific details of shares held under the nominee arrangement including number, class, and company details
2. Schedule 2 - Fee Schedule: Comprehensive breakdown of nominee fees, payment terms, and schedule
3. Schedule 3 - KYC Documents: List of required identity and verification documents for compliance purposes
4. Schedule 4 - Declaration Form: Standard declaration form confirming nominee status and beneficial ownership
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