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Entrusted Shareholding Agreement Template for Singapore

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Key Requirements PROMPT example:

Entrusted Shareholding Agreement

"Need an Entrusted Shareholding Agreement for a Singapore tech startup where I will act as nominee shareholder holding 30% of shares on behalf of a foreign investor, with specific provisions for quarterly dividend distributions and voting rights alignment."

Document background
The Entrusted Shareholding Agreement is commonly used in Singapore when there is a need to separate legal and beneficial ownership of shares. This arrangement may be necessary for various reasons, including regulatory compliance, business structuring, or family wealth planning. The agreement explicitly defines the relationship between the nominee shareholder and beneficial owner, outlining voting rights, dividend distributions, and other shareholder privileges. Under Singapore law, such arrangements must be properly documented to ensure transparency and compliance with corporate governance requirements, including those set by the Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA).
Suggested Sections

1. Parties: Identifies the entrustee (nominee shareholder) and entrustor (beneficial owner)

2. Background: Context of the arrangement and details of the shares being held in trust

3. Definitions: Key terms used throughout the agreement

4. Declaration of Trust: Formal declaration that shares are held in trust

5. Rights and Obligations: Duties of the nominee and rights of the beneficial owner

6. Voting Rights: How voting rights will be exercised

7. Term and Termination: Duration of the arrangement and termination provisions

Optional Sections

1. Dividend Distribution: Provisions for handling dividend payments and distribution between parties

2. Foreign Ownership Provisions: Special provisions and compliance requirements for foreign beneficial owners

3. Share Transfer Mechanism: Detailed process and procedures for transferring shares between parties

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares held in trust including share certificates

2. Schedule 2 - Company Information: Details of the company whose shares are subject to the trust

3. Appendix A - Power of Attorney: Power of attorney document for specific actions by nominee

4. Appendix B - Share Transfer Forms: Pre-signed transfer forms for contingency purposes

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

































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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including shareholding, share transfers, registration of shareholders, disclosure obligations, and directors' duties and responsibilities

Securities and Futures Act (Cap. 289): Regulates securities trading, disclosure requirements, anti-nominee provisions, and beneficial ownership requirements in Singapore

Trust Law: Common law principles governing trusts, including fiduciary duties and requirements for valid trust arrangements

Income Tax Act: Legislation covering tax implications of trust arrangements, reporting requirements, and beneficial ownership considerations for tax purposes

MAS Regulations: Regulatory framework by Monetary Authority of Singapore covering anti-money laundering, KYC obligations, and beneficial ownership reporting requirements

Contract Law: Legal framework governing formation of valid contracts, terms and conditions, and rights and obligations of parties

Company Constitution/Articles of Association: Company's governing document containing provisions on share transfers, pre-emptive rights, and transfer procedures

Personal Data Protection Act 2012: Legislation governing the handling of personal data, consent obligations, and data protection provisions

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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