The Nominee Agreement For Shares is a crucial document used in Indonesian business practice when establishing nominee shareholding arrangements, typically employed in situations involving foreign investment or corporate structuring requirements. This agreement becomes necessary when beneficial ownership needs to be separated from legal ownership of shares, while ensuring compliance with Indonesian investment laws and regulations. The document comprehensively addresses the relationship between the nominee shareholder and the beneficial owner, including detailed provisions for share management, voting rights exercise, dividend distribution, and termination procedures. It must carefully navigate Indonesian legal requirements, particularly those set forth in Law No. 40 of 2007 (Company Law) and Law No. 25 of 2007 (Investment Law), while ensuring proper corporate governance and transparency in shareholding arrangements.
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1. Parties: Identification of the Beneficial Owner and the Nominee Shareholder, including complete legal names, registration numbers, and addresses
2. Background: Context of the nominee arrangement, including the company whose shares are subject to the agreement
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Beneficial Owner', 'Nominee', 'Company', etc.
4. Appointment of Nominee: Terms of appointment and acceptance of the nominee role
5. Declaration of Trust: Clear statement that the Nominee holds the shares in trust for the Beneficial Owner
6. Rights and Obligations of the Nominee: Detailed description of the nominee's duties, including voting rights, dividend handling, and reporting obligations
7. Rights and Obligations of the Beneficial Owner: Beneficial owner's rights to direct the nominee's actions and obligations regarding costs and indemnification
8. Consideration: Details of any fees or compensation payable to the nominee
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Compliance with Laws: Provisions ensuring compliance with Indonesian laws and regulations
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
1. Share Transfer Mechanics: Detailed procedures for transferring shares when required - include when shares may need to be transferred during the agreement term
2. Power of Attorney: Specific powers granted to the nominee - include when broader powers are needed beyond standard nominee duties
3. Tax Provisions: Specific arrangements for handling tax matters - include when cross-border elements are involved
4. Change of Control: Procedures for handling change in beneficial ownership - include when dealing with corporate beneficial owners
5. Anti-Money Laundering Provisions: Additional compliance requirements - include when dealing with significant financial transactions
6. Foreign Investment Compliance: Specific provisions relating to foreign investment regulations - include when foreign beneficial owners are involved
1. Schedule 1 - Share Details: Details of the shares subject to the nominee arrangement, including number, class, and nominal value
2. Schedule 2 - Company Information: Details of the company whose shares are subject to the agreement
3. Schedule 3 - Fee Schedule: Detailed breakdown of nominee fees and payment terms
4. Schedule 4 - Voting Instructions Protocol: Procedures for giving and acting on voting instructions
5. Schedule 5 - Required Notices and Forms: Templates for various notices required under the agreement
6. Appendix A - Power of Attorney: Form of power of attorney to be executed by the beneficial owner
7. Appendix B - Declaration of Trust: Form of declaration of trust to be executed by the nominee
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