Trusting acquisition of equity rights in capital companies is an institution increasingly used in business. This solution allows you to remain anonymous and at the same time manage the company. This institution is increasingly used in the economic trade.
This instrument is used in cases where a certain person does not want to formally appear in the company's registration records in the National Court Register and the Register of Beneficiaries, and at the same time I want to have a real impact on the functioning of the entity.
The fiduciary agreement is not governed by legislation, it is an unnamed agreement, which gives the parties great flexibility in shaping the contract. Such a contract shows a lot of similarities to the contract and therefore the provisions of the Civil Code apply to it.
When establishing a trust agreement, particular attention should be paid to the specific arrangements, as it will depend on whether a trustee or a trustee as a real beneficiary is required in the circumstances in question
Obligations of the Trustee
The trust acquisition of shares is that the entrusting trustee is ordered to acquire the trust on his own behalf, but to the account of the entrusting shareholder in the capital company and to exercise on his own behalf, but to the entrusting shareholder rights from the acquired shares under the terms of the contract.
It is very important that such an agreement be properly constructed and safeguard the interests of the parties, in particular those of the entrusting party. The trustee should be required to exercise the instructions of the entrusting officer for the management and exercise of the rights conferred on them.
A trust agreement for the acquisition of equity rights may impose certain obligations on the trustee, such as obtaining instructions for action or transferring the dividend received from the company. It is also permissible to establish a trustee with a proxy. In this way, such a person may exercise equity rights without intermediaries.
In practice, there is often a problem with who to enter as a real beneficiary in the Central Register of Real Beneficiaries. When establishing a trust agreement, particular attention should be paid to the particular arrangements, as it will depend on whether the trustee or entrustor will be required in the Central Register of Real Beneficiaries in the circumstances in question.
Determination of transaction parameters
In the fiduciary agreement for the acquisition of equity rights, the transaction parameters and the obligations and powers of the parties to the transaction should be defined in detail.
The subject matter of the contract may be both the entrustment of funds by the entrusting entity to acquire shares in the new company and the acquisition of shares in the existing entity. The funding mechanism of the trustee, the way in which the rights of the trustee are exercised, etc. should be defined precisely.
It is essential to regulate the termination of the contract in the event of the death of the parties and to safeguard the interests of the entrusting party in the event that the terms of the trust agreement are not implemented or properly implemented.
The most commonly used safeguards in such contracts are contractual penalties, irrevocable power of attorney for specific activities, or a trustee entrusting an irrevocable offer to purchase shares acquired in favour of the entrustee.
Such an agreement may be both public, known to the company and other partners, and classified. Whether or not the contract is known to the company and its shareholders, the trustee will be the trustee in relation to third parties and the company.