The Nominee Shareholder Agreement is a crucial document in Indonesian corporate practice, particularly in scenarios involving foreign investment or complex corporate structures. This agreement type is commonly used when direct share ownership is restricted or when corporate structuring necessitates nominee arrangements. The document must carefully balance the practical needs of business with strict Indonesian regulatory requirements, including those under investment laws and company regulations. A properly structured Nominee Shareholder Agreement includes comprehensive provisions for share management, voting rights, dividend handling, and regulatory compliance, while ensuring transparency in beneficial ownership as required by Indonesian authorities. It's essential for establishing clear lines of responsibility and protecting both parties' interests while maintaining compliance with local laws.
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1. Parties: Identification of the Nominee Shareholder and the Beneficial Owner, including complete details and registration information
2. Background: Context of the nominee arrangement, including the company details and purpose of the nominee structure
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Nominee Services', 'Beneficial Owner', and other relevant terms
4. Appointment of Nominee: Terms of appointment and scope of nominee services
5. Declaration of Trust: Clear statement that the nominee holds shares in trust for the beneficial owner
6. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee, including voting rights, dividend handling, and reporting obligations
7. Rights and Obligations of the Beneficial Owner: Beneficial owner's control rights, funding obligations, and indemnification commitments
8. Consideration and Costs: Fees payable to the nominee and allocation of costs related to the arrangement
9. Compliance with Laws: Specific provisions ensuring compliance with Indonesian laws, including investment and company laws
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Transfer of Shares: Procedures for transferring shares upon termination or as directed by the beneficial owner
12. Confidentiality: Provisions regarding the confidential nature of the arrangement and handling of sensitive information
13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
1. Power of Attorney: Specific powers granted to the nominee for executing documents and representing the beneficial owner - included when broader powers are needed
2. Tag-Along Rights: Rights of the beneficial owner to participate in share sales - included when dealing with multiple shareholders
3. Drag-Along Rights: Rights to compel the nominee to participate in share sales - included when dealing with multiple shareholders
4. Anti-Money Laundering Provisions: Additional compliance provisions - included when dealing with high-risk transactions or sectors
5. Foreign Investment Provisions: Specific provisions related to foreign investment requirements - included when the beneficial owner is foreign
6. Change of Control Provisions: Procedures for handling changes in beneficial ownership - included for complex ownership structures
7. Regulatory Reporting: Additional reporting obligations - included for regulated industries or listed companies
1. Schedule 1: Share Details: Details of the shares held under nominee arrangement, including share certificates numbers and class of shares
2. Schedule 2: Fee Schedule: Detailed breakdown of nominee fees and payment terms
3. Schedule 3: Company Information: Details of the company whose shares are subject to the nominee arrangement
4. Schedule 4: Specimen Signatures: Authorized signatures of both parties for verification purposes
5. Appendix A: Power of Attorney Template: Standard form of power of attorney for specific actions
6. Appendix B: Transfer Form: Pre-signed share transfer forms for use upon termination
7. Appendix C: Compliance Checklist: List of regulatory requirements and compliance obligations
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