A nominee agreement is a legal contract between two parties where one party, known as the nominee, holds assets or shares on behalf of the other party, known as the beneficial owner. The nominee does not have any ownership or beneficial interest in the assets or shares but holds them on behalf of the beneficial owner.
Nominee agreements are often used in situations where the beneficial owner wants to keep their identity private, such as in the case of a high-profile individual or a company that wants to keep their ownership structure confidential. The nominee can act as a proxy for the beneficial owner and can make decisions and execute transactions on their behalf, but ultimately the beneficial owner retains control and ownership over the assets or shares.
Nominee agreements can be structured in different ways and can include provisions for how the nominee will be compensated, how decisions will be made, and how the agreement can be terminated. It's important for both parties to carefully consider and negotiate the terms of the nominee agreement to ensure that their respective interests are protected.
Nominee agreement should include provisions addressing the following topics:-
- Identification of the parties involved (nominee and beneficial owner) and their roles.
- Description of the assets or shares held by the nominee on behalf of the beneficial owner.
- Terms of compensation for the nominee.
- Responsibilities and duties of the nominee, including decision-making authority, voting rights, and other relevant responsibilities.
- Confidentiality provisions to protect the identity of the beneficial owner.
- Termination provisions, including circumstances under which the agreement may be terminated, and the process for doing so.
- Indemnification and liability provisions to protect both parties from any losses, damages, or liabilities arising from the agreement.
- Dispute Resolution
- Jurisdiction
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代理协议
代理协议是两个当事方之间的法律合同，其中一个当事方，即被提名人，代表另一个当事方，即受益所有人，持有资产或股份。被提名人不拥有任何资产或股份的所有权或受益权，但代表受益所有人持有它们。
代理协议通常用于受益所有人希望保持其身份私密的情况下，例如高知名度的个人或希望保持其所有权结构保密的公司。被提名人可以代表受益所有人行使决策和执行交易，但最终受益所有人保留对资产或股份的控制和所有权。
代理协议可以以不同方式结构化，可以包括被提名人如何获得报酬、如何做出决策以及如何终止协议的规定。双方都需要认真考虑和协商代理协议的条款，以确保保护各自的利益。
代理协议应包括以下方面的规定：
- 鉴定当事人（被提名人和受益所有人）及其角色。
- 描述被提名人代表受益所有人持有的资产或股份。
- 被提名人的报酬条款。
- 被提名人的责任和职责，包括决策权限、投票权和其他相关职责。
- 保护受益所有人身份的保密规定。
- 终止条款，包括协议可能被终止的情况及相应程序。
- 赔偿和责任规定，以保护双方免受协议所引起的任何损失、损害或责任。
- 争议解决方式。
- 管辖法律。
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