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Entrusted Shareholding Agreement

Entrusted Shareholding Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Entrusted Shareholding Agreement

"I need an Entrusted Shareholding Agreement under Hong Kong law for a nominee shareholder to hold 10,000 ordinary shares in our tech startup on behalf of a Singapore-based investor, with specific provisions for voting rights delegation and quarterly reporting requirements."

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Document background
The Entrusted Shareholding Agreement is a crucial document used in Hong Kong when establishing nominee shareholding arrangements, commonly employed for legitimate business planning, confidentiality requirements, or corporate structuring purposes. This agreement is particularly relevant in situations where legal ownership needs to be separated from beneficial ownership, such as in international business structures, family wealth planning, or corporate reorganizations. The document comprehensively addresses the relationship between the nominee shareholder and the beneficial owner, ensuring compliance with Hong Kong's regulatory requirements, including the Companies Ordinance, Securities and Futures Ordinance, and anti-money laundering regulations. It provides detailed mechanisms for exercising shareholder rights, handling corporate actions, and managing the eventual transfer or termination of the arrangement.
Suggested Sections

1. Parties: Identification of the Beneficial Owner and the Nominee Shareholder

2. Background: Context of the arrangement, including details of the company whose shares are being held

3. Definitions: Key terms used throughout the agreement

4. Appointment and Declaration of Trust: Formal appointment of nominee and declaration of trust over shares

5. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee shareholder including voting, dividends, and corporate actions

6. Rights and Instructions of the Beneficial Owner: Powers retained by the beneficial owner and mechanism for giving instructions

7. Consideration and Costs: Fees, expenses, and payment terms for the nominee arrangement

8. Representations and Warranties: Key statements and guarantees by both parties

9. Confidentiality: Obligations regarding confidential information

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Share Transfer Provisions: Process for transferring shares upon termination or as instructed

12. Indemnification: Mutual indemnification provisions and liability limitations

13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Anti-Money Laundering Compliance: Additional provisions for AML compliance when dealing with regulated entities or high-risk situations

2. Tax Matters: Specific provisions regarding tax obligations and reporting when tax implications are significant

3. Corporate Actions: Detailed procedures for handling specific corporate actions when complex corporate events are anticipated

4. Security Interest: Provisions for creating security over the shares when required as collateral

5. Nominee Director Provisions: Additional provisions if the arrangement includes nominee directorship services

6. Power of Attorney: Specific power of attorney provisions when broader authority is needed

Suggested Schedules

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 fees and payment terms

3. Schedule 3 - Company Information: Details of the company whose shares are being held

4. Schedule 4 - Deed of Indemnity: Form of indemnity to be executed alongside the agreement

5. Schedule 5 - Form of Instructions: Template for beneficial owner to issue instructions to nominee

6. Appendix A - Powers of Attorney: Form of power of attorney if required

7. Appendix B - Share Transfer Forms: Pre-signed share transfer forms for contingency

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Investment Management

Private Equity

Corporate Services

Wealth Management

Professional Services

Real Estate

Family Office

Technology

Manufacturing

Relevant Teams

Legal

Compliance

Corporate Secretarial

Risk Management

Investment

Trust Administration

Corporate Services

Wealth Management

Financial Control

Board of Directors

Relevant Roles

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Investment Manager

Trust Administrator

Corporate Services Manager

Director of Legal Affairs

Wealth Manager

Financial Controller

Private Equity Manager

Corporate Structuring Advisor

Risk Manager

Board Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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