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Entrusted Shareholding Agreement Template for New Zealand

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Key Requirements PROMPT example:

Entrusted Shareholding Agreement

"I need an Entrusted Shareholding Agreement for our New Zealand tech startup where a professional trustee company will hold 25% of our shares on behalf of a Singapore-based venture capital firm, with specific provisions for voting rights and quarterly reporting requirements."

Document background
The Entrusted Shareholding Agreement is essential in situations where shares in a New Zealand company need to be held by a nominee on behalf of a beneficial owner. This arrangement may be necessary for various reasons, including foreign investment structuring, maintaining confidentiality, or simplifying corporate group structures. The agreement complies with New Zealand legal requirements, including the Companies Act 1993 and Financial Markets Conduct Act 2013, while establishing clear mechanisms for share management, voting rights, dividend distributions, and eventual transfer or termination of the arrangement. It includes comprehensive provisions for protecting both parties' interests, ensuring transparency in their relationship, and maintaining proper records of beneficial ownership as required by New Zealand law.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement: the Entrusting Party (beneficial owner), the Entrusted Shareholder (nominee), and the Company

2. Background: Sets out the context of the agreement, including the company's details and the purpose of the entrusted shareholding arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation

4. Appointment and Acknowledgment: Formally establishes the entrusted shareholding arrangement and acknowledges the beneficial ownership

5. Rights and Obligations of the Entrusted Shareholder: Details the nominee's duties, including voting rights, dividend handling, and record-keeping requirements

6. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights to direct the nominee and obligations regarding costs and indemnification

7. Term and Termination: Specifies the duration of the arrangement and circumstances for termination

8. Transfer of Shares: Procedures for transferring shares upon termination or as directed by the beneficial owner

9. Confidentiality: Obligations regarding confidential information and permitted disclosures

10. Costs and Expenses: Allocation of costs related to the arrangement and share administration

11. General Provisions: Standard contractual provisions including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Multiple Beneficial Owners: Required when there are multiple beneficial owners, detailing their respective rights and coordination procedures

2. Corporate Actions: Specific provisions for handling corporate actions like rights issues, bonus shares, or corporate restructuring

3. Foreign Ownership Provisions: Required when dealing with international beneficial owners or cross-border arrangements

4. Nominee Director Provisions: Include when the arrangement includes nominee directorship responsibilities

5. Anti-dilution Rights: Provisions protecting the beneficial owner's interests in case of share capital changes

6. Power of Attorney: Specific powers granted to the nominee to act on behalf of the beneficial owner

7. Tax Matters: Detailed provisions for handling tax obligations and responsibilities when complex tax situations exist

Suggested Schedules

1. Schedule 1 - Share Details: Details of the shares subject to the entrusted shareholding arrangement, including share certificates and numbers

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees and charges payable to the entrusted shareholder

3. Schedule 3 - Voting Instructions Protocol: Procedures for providing and acting on voting instructions

4. Schedule 4 - Communication Protocols: Prescribed forms and timeframes for communications between parties

5. Appendix A - Company Constitution Extracts: Relevant extracts from the company constitution affecting the arrangement

6. Appendix B - Regulatory Compliance Checklist: Checklist of compliance requirements under relevant laws and regulations

7. Appendix C - Forms and Templates: Standard forms for instructions, transfers, and other routine communications

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses




































Relevant Industries

Financial Services

Investment Management

Corporate Services

Real Estate

International Trade

Private Equity

Family Offices

Professional Services

Technology

Mining and Resources

Relevant Teams

Legal

Compliance

Corporate Secretariat

Investment

Finance

Risk Management

Corporate Governance

Operations

Trust Administration

Relevant Roles

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Manager

Director of Operations

Chief Financial Officer

Trust Manager

Corporate Governance Manager

Risk Manager

Investment Director

Company Director

General Counsel

Corporate Lawyer

Fund Manager

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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