Quebec English Civil law Unannotated
Please note that this nominee agreement template is identical to the one identified as OR0420 in our corporate documents collection (see “Chapter 03 – Organization”).
The nominee agreement allows a person to avoid public disclosure of their shareholdings by using the name of a third party who substitutes themselves as the owner of the shares in all official documentation. A nominee agreement is a type of mandate agreement that is permitted by the law, and the intent behind such an agreement is not to deceive, which would constitute simulation under article 1451 of the Civil Code of Quebec.
The nominee agreement combines the elements of two agreements, namely : 1) the transfer of the shares from the seller to the nominee (acting on behalf of the “true” shareholder), and 2) the mandate agreement between the “true” shareholder and the nominee. The first agreement is public, while the second is not and produces a legal effect only between the two parties. The nominee agreement must not be made for fraudulent purposes or to allow a person to avoid fulfilling their obligations. In the event of fraud or bad faith, both agreements will be declared void.
Between the parties, it is the mandate agreement that has precedence over the principal (public) contract Any third party who is in good faith may choose to act upon either one of the agreements, according to their interests.
We recommend the nominee agreement when a person wants to avoid that his or her possession of some shares be made public, by calling upon a third party, called the “nominee”, who then substitutes himself or herself to the true owner for all registration purposes of said shares, in the various registries of the corporation’s books.
0.02 Entire Agreement
0.03 Applicable Law
0.04.01 Cumulative Rights
0.04.02 No Waiver
1.01 Legal Transaction
3.00 TERMS OF PAYMENT
5.00 MUTUAL REPRESENTATIONS AND WARRANTIES
6.00 REPRESENTATIONS AND WARRANTIES OF OWNER
7.00 REPRESENTATIONS AND WARRANTIES OF NOMINEE
7.01 Corporate Books
7.03 Related Rights
8.00 MUTUAL DUTIES AND OBLIGATIONS
9.00 DUTIES AND OBLIGATIONS OF OWNER
10.00 DUTIES AND OBLIGATIONS OF NOMINEE
10.01 Adherence to Instructions
10.02 Transfer of Shares
10.02.01 Upon Request
11.00 SPECIAL PROVISIONS
11.01 Shareholder Agreement
11.02.01 Prior Consent
11.02.02 Effect of Breach
11.03 Further Assurances
12.00 GENERAL PROVISIONS
12.02 Dispute Resolution
12.02.01 Written Notice
12.05 No Waiver of Rights
14.00 EFFECTIVE DATE
15.01 Indefinite Duration