Jump to Section
Need help with a Stock Nominee Agreement?
Post Your Project (It's Free)
Get Bids to Compare
Hire Your Lawyer
What is a Stock Nominee Agreement?
A stock nominee agreement is a form of nominee agreement where one person, the nominee, agrees to act on behalf of another person in legal matters involving shares of company stock. It can be compared to a power of attorney, but it has a wider scope. For example, in some cases, the nominee is paid for holding shares, but in others, they may not.
A nominee can be a third-party person or a firm certified in securities and given specific parameters outlined in the stock nominee agreement necessary to fulfill the agreement. It is common in real estate dealings for a stockholder agreement like this to temporarily transfer legal ownership of a property to someone else.
In a nominee account situation with a firm, a stockbroker typically holds shares belonging to clients, which makes buying and selling investments easier and holds the stock for safekeeping. In this arrangement, the shares of stock are said to be held in street name.
Here is an article about nominees.
What’s Included in a Stock Nominee Agreement?
The basic sections included in a stock nominee agreement should be:
- Definitions of terms used in agreement
- Business contracts involved, if any
- Term of contract and/or termination reasons
- General obligations of the nominee and standard of care, which sets the parameters of action by the nominee
- Indemnification to protect the nominee
- Miscellaneous details
Here is an article outlining a sample stock nominee agreement.
What Does It Mean to be a Nominee Shareholder?
A nominee shareholder means you hold shares of stock in a company on behalf of another person or company. While you hold investments under your name and would be considered the legal owner, the original owner of the stock still controls the shares and investments.
Depending on the shareholders agreement, a nominee shareholder would have certain access to buy or sell stocks on behalf of the owner. In contrast, the owner remains protected against the possibility of fraud.
Being appointed as a nominee shareholder does not mean you own part of the company or that you will benefit at all from the shares. It only refers to a custodial arrangement where you have access but no legal claim over the shares.
You would not have access to bank accounts or any other assets owned by the company, nor would you be able to sign documents related to stock ownership. This arrangement could come with a stipulation for financial compensation, but that is not always the case.
Here is an article about what a nominee shareholder is.
What is the Structure of a Stock Nominee Agreement?
A stock nominee agreement follows the structure outlined below:
- First, the nominee will declare a trust over the shares, for the other party's benefit, by filling out and signing a Declaration of Trust. Using a call option or loan agreement is feasible to accomplish the same thing, but those arrangements tend to be more complex.
- The Declaration of Trust outlines the guarantee for the nominee to act only under the owner's instruction and that funds will be transferred back to the owner when requested. An excellent way to ensure this part of the arrangement is honored is to fill out a share transfer form without a date and keep it on hand.
- You should also obtain a signed document from the nominee director, if one has been appointed, to ensure that they will only act on your instructions.
- At this point, obtaining a Power of Attorney is recommended, as it will allow you to access contracts and gives you authority to open bank accounts in the company’s name.
- If the shareholder passes away, the shares are automatically transferred to the nominee shareholder, who acts as trustee for the legal heirs of the deceased.
- The only way the nominee shareholder would obtain full ownership of shares is if it is written in the will by the original shareholder.
Here is an article about being a stock nominee.
Image via Pexels by George Morina
How Long Does a Stock Nominee Agreement Last?
How long a stock nominee agreement lasts is really up to the parties involved. This detail is part of the nominee agreement. It should be defined along with the inclusion of an effective date and an expiration date.
A stock nominee agreement also includes a portion that outlines what should happen if there is a breach or how to handle a situation where one or both parties want to rescind the agreement.
Here is an article about what it means to be a nominee shareholder.
Benefits of a Stock Nominee Agreement
Depending on the exact arrangement, there are many benefits of a stock nominee agreement, including:
- Dispute Protection: This agreement is beneficial to avoid heirs disputing legal entitlement to shares from a deceased shareholder.
- Personal Convenience: one of the more common situations behind a stock nominee agreement is personal convenience. Brokers overseas use nominee companies to help facilitate quicker transactions while still maintaining ownership.
- Administrative Convenience: appointing a nominee shareholder is also a way to compartmentalize separate from operational activities like shareholding.
- Place-Holding: A group of companies may find it easier to create a nominee shareholder to provide intermediary support as trustee of shares. At the same time, a more permanent solution is agreed upon.
- Confidentiality: There are many legitimate reasons a company or individual would want to keep their investments in whole or part, private from public scrutiny. Using a nominee helps accomplish this.
- Concealing Buyout: If a company may be leveraging stock ownership for a take-over, they could use a nominee shareholder to mask their intent.
- A Benefit to Brokers : It is common for investment firms to use nominee relationships to safeguard their assets on behalf of their clients. These accounts are a popular method to hold stocks in the industry, as they reduce costs and improve trading efficiency for the broker.
- Employee Incentive: An employee stock option agreement can be used as part of an employee incentive or bonus program. The stock option agreement would be active if an employee remains employed. However, the ESO does not give the employee voting rights, nor does it include a financial benefit like a dividend.
Here is an article about employee stock options (ESO).
Who Writes a Stock Nominee Agreement?
A stock nominee agreement has many implications and, as such, should be handled with care. It’s best practice to have someone be a nominee that is known to you, so keep this in mind if considering an agreement of this sort.
As with anything you sign that constitutes a legal agreement, it is best to consult the advice of a lawyer, who can draft a stock nominee agreement for you.
Lawyers with extensive backgrounds in nominee agreements are best, as they already know the ins and outs of the process and will likely save you time and aggravation in setting it up.
Post a project in ContractsCounsel’s marketplace to receive flat fee bids from lawyers for your project. All lawyers have been vetted by our team and peer-reviewed by our customers for you to explore before hiring.
Meet some of our Stock Nominee Agreement Lawyers
August 30, 2021
Hello! I am a young attorney with four years' experience in real estate transactions, fund formation, and general corporate transactional work. I graduated in 2016 from the University of Texas - Austin and I am barred in Texas.
October 25, 2021
Billy Joe M.
I graduated from the University of Illinois at Urbana-Champaign in 2006 with a degree in Political Science, Finance, and Economics. I stayed around Champaign for law school and graduated in 2009. I then worked at a big law firm in downtown Chicago. It was boring, so I quit in early 2011. I thought that I could not be happy practicing law - I was wrong. After I quit the traditional law firm life, I began representing my own clients. I realize now that I love helping normal people, small business owners, and non-profits address a variety of legal issues. I hope to hear from you.
September 16, 2021
G'day, my name is Michele! I work with startups, entrepreneurs and small/medium-sized businesses across the country in a wide array of industries. I help them with all of their ongoing, daily legal needs. This includes entity formation, M&A, contract drafting and review, employment, asset sale & acquisition, and business sales or shareholder exits. I'm half-Australian, half-Italian, and I've lived the last 20+ years of my life in America. I've lived all over the USA, completing high school in the deep south, graduating cum laude from Washington University in St. Louis, and then cum laude from Georgetown University Law Center. After law school I worked for the Los Angeles office of Latham & Watkins, LLP. After four intense and rewarding years there, I left to become General Counsel and VP of an incredible, industry-changing start-up called Urban Mining Company (UMC) that manufactures rare earth permanent magnets. I now work for Phocus Law where I help run our practice focused on entrepreneurs, startups, and SMEs. I love what I do, and I'd love to be of help! My focus is on providing stress-free, enjoyable, and high-quality legal service to all of my clients. Being a good lawyer isn't enough: the client experience should also be great. But work isn't everything, and I love my free time. I've been an avid traveler since my parents put me on a plane to Italy at 9-months old. I'm also a music nut, and am still looking for that perfect client that will engage me to explain why Dark Side Of The Moon is the greatest album of all time. Having grown up in a remote, and gorgeous corner of Australia, I feel a strong connection to nature, and love being in the elements.
September 27, 2021
The Law Office of David Watson, LLC provides comprehensive and individualized estate-planning services for all stages and phases of life. I listen to your goals and priorities and offer a range of estate-planning services, including trusts, wills, living wills, durable powers of attorney, and other plans to meet your goals. And for convenience and transparency, many estate-planning services are provided at a flat rate.
September 3, 2021
James David W.
I graduated from Harvard Law School and worked first for a federal judge and then a leading DC firm before starting a firm with a law school classmate. My practice focuses on company formations, early-stage investments, and mergers & acquisitions.
November 11, 2021
Anna is an experienced attorney, with over twenty years of experience. With no geographical boundaries confining her practice, Anna works on corporate, healthcare and real estate transactions. Anna brings extensive big firm experience, garnered as an associate in the Miami office of the world's largest law firm, Baker and McKenzie, and the Miami office of the international law firm Kilpatrick Townsend. Her areas of expertise include: mergers and acquisitions, initial public offerings, private placements, healthcare transactions, corporate finance, commercial real estate transaction and acting as a general corporate counsel. Anna is certified to practice law in Florida and was admitted to the Florida Bar in 1998. Anna is also a Certified Public Accountant. She passed May 1995 CPA Exam on the first sitting. She is fluent in Russian (native).
September 22, 2021
Startup Lawyer that caters to the entrepreneurial spirit. Focusing on building long term relationships and working with emerging startups throughout their entire life cycle. From concept to IPO, I'll will help guide you along the way. Years of high level experience drafting, negotiating, and reviewing all types of transactional contracts, e.g., operating agreements, charters, bylaws, NDAs, Terms of Service, Master Service Agreements, etc. You name it; it's crossed my desk. Have a depth of experience working with the USPTO to file trademarks, copyrights, and patents. If you're in the startup space and need a helping hand, I'm your guy.