Nominee Shareholder Agreement Template Singapore

NOMINEE SHAREHOLDER AGREEMENT TEMPLATE SINGAPORE

1. DOCUMENT PREAMBLE & RECITALS

THIS NOMINEE SHAREHOLDER AGREEMENT (the "Agreement") is entered into and made effective as of this [Day] day of [Month], [Year] (the "Effective Date"), by and between:

PARTIES:

1. [Full Legal Name of Beneficial Owner], NRIC/Passport No.: [Insert Number], residing at [Insert Residential Address] (hereinafter referred to as the "Beneficial Owner", which expression shall include its legal representatives, successors, and permitted assigns); and

2. [Full Legal Name of Nominee Shareholder], NRIC/Passport No./UEN: [Insert Number], residing at/having its registered office at [Insert Address] (hereinafter referred to as the "Nominee", which expression shall include its legal representatives, successors, and permitted assigns).

(The Beneficial Owner and the Nominee are hereinafter collectively referred to as the "Parties" and individually as a "Party").

RECITALS:

WHEREAS: A. [Insert Company Name], a private company limited by shares incorporated under the laws of the Republic of Singapore, having its registered office at [Insert Registered Address] and Unique Entity Number (UEN) [Insert UEN] (the "Company"), has an issued and paid-up share capital of [Insert Currency and Amount] divided into [Insert Number] ordinary shares. B. The Beneficial Owner is the true and lawful absolute economic owner of [Insert Number] ordinary shares in the capital of the Company (the "Nominee Shares"), which are currently registered or are to be registered in the name of the Nominee on the register of members of the Company. C. The Nominee holds and shall hold the Nominee Shares strictly as a bare trustee and nominee on behalf of, for the sole benefit of, and pursuant to the instructions of the Beneficial Owner, upon the terms and conditions hereinafter appearing. D. The Parties intend to record their respective rights, duties, liabilities, and obligations in respect of the Nominee Shares and the administration thereof.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

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2. OPERATIONAL DEFINITIONS

For the purposes of this Agreement, except where the context otherwise requires, the following terms shall have the meanings ascribed to them below:

1. "Beneficial Interest" means all equitable and economic rights, title, and interest in and to the Nominee Shares, including the absolute right to all dividends, distributions, returns of capital, and proceeds of sale arising therefrom or relating thereto.
2. "Business Day" means a day (excluding Saturdays, Sundays, and public holidays) on which commercial banks are open for general banking business in the Republic of Singapore.
3. "Companies Act" means the Companies Act 1967 of Singapore, as amended, modified, or re-enacted from time to time.
4. "Confidential Information" means all information of a confidential nature disclosed by or on behalf of the Beneficial Owner to the Nominee, or otherwise acquired by the Nominee concerning the business, operations, assets, finances, or contractual arrangements of the Beneficial Owner or the Company.
5. "Declaration of Trust" means the formal declaration of trust executed or to be executed by the Nominee in favor of the Beneficial Owner substantially in the form annexed hereto as Schedule A.
6. "Nominee Shares" means [Insert Number] ordinary shares in the capital of the Company registered in the name of the Nominee but beneficially owned by the Beneficial Owner.
7. "PDPA" means the Personal Data Protection Act 2012 of Singapore.
8. "Power of Attorney" means the irrevocable power of attorney executed or to be executed by the Nominee in favor of the Beneficial Owner substantially in the form annexed hereto as Schedule B.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Declaration and Nature of Nominee Holding

1. The Nominee acknowledges and confirms that the Nominee Shares are held by the Nominee strictly as a bare trustee and nominee for and on behalf of the Beneficial Owner. The Nominee has no beneficial, proprietary, or economic interest in the Nominee Shares whatsoever, save for the legal title.
2. The Nominee shall execute contemporaneously with this Agreement the Declaration of Trust and the Power of Attorney.

3.2 Rights and Duties of the Nominee

1. Mandatory Instruction Compliance: The Nominee shall exercise all voting rights, attendance rights, and powers attaching to the Nominee Shares exclusively in accordance with the prior written instructions, directions, or proxies provided by the Beneficial Owner from time to time.
2. No Independent Action: The Nominee shall not, without the prior express written consent of the Beneficial Owner:
   • Sell, transfer, assign, pledge, mortgage, charge, encumber, or otherwise dispose of the Nominee Shares or any interest therein;
   • Vote in favor of any resolution to alter the articles of association, issue new shares, reduce capital, wind up, or dissolve the Company; or
   • Exercise any option, rights issue, or pre-emption rights attaching to the Nominee Shares.
3. Transmission of Monies: The Nominee shall immediately upon receipt pay, transfer, or account to the Beneficial Owner for any and all dividends, distributions, cash flows, or other monies received by the Nominee in respect of the Nominee Shares, without deduction, set-off, or withholding of any kind.
4. Forwarding of Notices: The Nominee shall promptly, and in any event within forty-eight (48) hours of receipt, forward to the Beneficial Owner any notices, reports, accounts, circulars, statutory communications, or other documents received by the Nominee from the Company or any regulatory authority concerning the Nominee Shares.

3.3 Rights and Duties of the Beneficial Owner

1. Indemnification: The Beneficial Owner shall promptly indemnify, defend, and hold harmless the Nominee against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable legal fees on a solicitor-client basis) reasonably incurred by the Nominee arising directly or indirectly from acting as nominee pursuant to this Agreement, provided always that such indemnity shall not extend to any losses arising from the Nominee's fraud, willful default, gross negligence, or breach of this Agreement.
2. Expenses and Fees: The Beneficial Owner shall bear and pay all reasonable, documented out-of-pocket expenses, statutory fees, and taxes (if any) properly incurred by the Nominee in the performance of their duties under this Agreement, alongside any agreed nominee service fee amounting to [Insert Currency and Amount] per [annum / month].

3.4 Representations and Warranties

1. Representations of the Beneficial Owner: The Beneficial Owner represents and warrants to the Nominee that:
   • They have full legal capacity, power, and authority to enter into and perform their obligations under this Agreement;
   • The Nominee Shares are beneficially owned by them free and clear of any liens, encumbrances, equities, or third-party claims whatsoever; and
   • The funds used to acquire the Nominee Shares are derived from lawful sources and do not contravene any anti-money laundering laws of Singapore or any other applicable jurisdiction.
2. Representations of the Nominee: The Nominee represents and warrants to the Beneficial Owner that:
   • They have full legal capacity, power, and authority to enter into and perform this Agreement and hold the Nominee Shares;
   • Holding the Nominee Shares does not violate any applicable law, regulation, or contractual obligation to which the Nominee is subject; and
   • They shall maintain the Nominee Shares free from any personal liabilities, attachments, judgments, or encumbrances.

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4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

Each of the following events shall constitute an "Event of Default":

1. Breach of Obligation: A Party fails to observe or perform any material term, covenant, or obligation contained in this Agreement and such failure continues unremedied for a period of thirty (30) business days following receipt of written notice from the non-defaulting Party specifying the breach and requiring its remedy.
2. Insolvency and Bankruptcy: A Party becomes insolvent, stops payment of debts, enters into liquidation (whether compulsory or voluntary, except for reconstruction or amalgamation), has a receiver, judicial manager, or liquidator appointed over all or any part of its assets, or makes a general assignment for the benefit of creditors.
3. Regulatory Violation: Any representation or warranty made by a Party proves to have been materially false or misleading when made, resulting in regulatory sanction or legal liability for the other Party.

4.2 Termination Mechanisms

1. Termination by Beneficial Owner: The Beneficial Owner may terminate this Agreement at any time, with or without cause, by giving thirty (30) days' prior written notice to the Nominee.
2. Termination by Nominee: The Nominee may terminate this Agreement by giving sixty (60) days' prior written notice to the Beneficial Owner, provided that the Nominee concurrently executes all necessary documentation to transfer the legal title of the Nominee Shares to the Beneficial Owner or its designated nominee.
3. Automatic Termination: This Agreement shall terminate automatically upon the transfer of the legal title of the Nominee Shares out of the name of the Nominee and into the name of the Beneficial Owner (or their designee) on the register of members of the Company.

4.3 Consequences of Termination and Legal Recourse

1. Upon termination of this Agreement for any reason, the Nominee shall immediately execute and deliver all such stock transfer forms, resolutions, and statutory documents necessary to transfer the legal title of the Nominee Shares to the Beneficial Owner or their designated substitute nominee, at the sole cost of the Beneficial Owner.
2. In the event of a material breach by the Nominee, the Beneficial Owner shall be entitled to seek specific performance, injunctive relief, and any other equitable remedies available under Singapore law, in addition to recovering damages for any loss sustained.

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5. BOILERPLATE LEGAL PROVISIONS

5.1 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision.

5.2 Entire Agreement

This Agreement, together with the Schedules hereto (including the Declaration of Trust and Power of Attorney), constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and supersedes all prior drafts, agreements, undertakings, representations, warranties, and arrangements of any nature whatsoever, whether written or oral, between the Parties.

5.3 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay arises from causes beyond its reasonable control, including acts of God, war, terrorism, civil commotion, pandemics, compliance with any law or governmental order, rule, regulation, or direction, or failure of public utility infrastructure ("Force Majeure Event"). The affected Party shall promptly notify the other Party in writing upon the occurrence of a Force Majeure Event and shall use all reasonable endeavors to mitigate its effects.

5.4 Governing Law

This Agreement, and any claim, dispute, or controversy arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to its conflict of laws principles.

5.5 Dispute Resolution

1. Amicable Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation or breach, termination, or invalidity, the Parties shall first seek to resolve the matter amicably through good-faith negotiations within thirty (30) days of written notice of the dispute by one Party to the other.
2. Arbitration: If the dispute cannot be resolved through amicable negotiation within the aforesaid period, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
   • The seat of the arbitration shall be Singapore.
   • The tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC Court.
   • The language of the arbitration shall be English.

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6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Nominee Shareholder Agreement to be duly executed under hand or by their authorized representatives as of the Effective Date first written above.

SIGNED, SEALED, AND DELIVERED**

by the Beneficial Owner
[Full Legal Name of Beneficial Owner]

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Signature

Name: [Insert Name]
Title: [Insert Title / Beneficial Owner]

In the presence of:
Witness Signature: _________________________________
Witness Name: [Insert Witness Name]
Witness Address: [Insert Witness Address]

SIGNED, SEALED, AND DELIVERED**

by for and on behalf of the Nominee
[Full Legal Name of Nominee Entity / Individual]

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Signature

Name: [Insert Name]
Title: [Insert Title / Director / Authorized Signatory]

In the presence of:
Witness Signature: _________________________________
Witness Name: [Insert Witness Name]
Witness Address: [Insert Witness Address]