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Shareholder Agreements

Declarations of Trust for Nominee Shareholders

When shares in a company are held in someone else’s name (a nominee), a Declaration of Trust ensures that the beneficial owner, i.e. the person who truly owns and controls the shares, is properly recognised and protected.

A nominee shareholder arrangement is common where shares are held:

  • for confidentiality or administrative convenience,
  • on behalf of investors, family members, or group companies, or
  • as part of a trust, joint venture, or employee ownership structures.

What is a Declaration of Trust for Nominee Shareholders?

A Declaration of Trust is a legal deed in which the registered shareholder (the nominee) confirms that they hold the shares on trust for another person (the beneficial owner).

The Deed:

  • Clarifies ownership — ensuring that the nominee holds shares only as trustee, not as the true owner.
  • Protects the beneficial owner’s rights to dividends, voting control, and sale proceeds.
  • Helps the company comply with PSC transparency requirements for shareholdings over 25%.

By using a written Declaration of Trust, both parties ensure transparency, legal certainty, and enforceability of their arrangement.

Simply-Docs provides two solicitor-drafted templates to suit different levels of complexity:

Declaration of Trust for Nominee Shareholders (Basic)

Purpose: A simple form of declaration suitable for straightforward nominee arrangements where one person or company holds shares purely on behalf of another and no complex rights or conditions apply.
Best For: Small companies, family businesses, or simple investment structures where clarity of beneficial ownership is needed.

For full details view Basic Declaration of Trust

Declaration of Trust for Nominee Shareholders (Long)

Purpose:  A more comprehensive declaration designed for complex ownership structures, covering additional share types (e.g. warrants, options, or rights issues) and detailed nominee obligations.
Best For: Corporate groups, investment structures, and nominee arrangements involving multiple classes of securities or formal shareholder governance.

For full details view Long Declaration of Trust

Each version is compliant with the Companies Act 2006 and the Register of People with Significant Control (PSC) Regulations 2016.

Benefits of Using Simply-Docs Declarations of Trust

✅ Clarifies beneficial and legal ownership of shares

✅ Protects rights of both nominee and beneficial owner

✅ Prevents disputes over voting or dividend rights

✅ Ensures PSC register compliance for shareholdings over 25%

✅ Drafted by UK solicitors and regularly updated

These documents are part of Simply-Docs’ Shareholder Agreement Documents . They are designed to help UK companies manage every aspect of shareholder relationships, from ownership to governance.

Declarations of Trust for Nominee Shareholders is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

Frequently Asked Questions

What is a nominee shareholder and is the arrangement legal? +
A nominee is the person registered as the shareholder while someone else, the beneficial owner, truly owns and controls the shares. The arrangement is lawful and common, used for administrative convenience, investment structures, family arrangements and group holdings. The key is documenting it: a Declaration of Trust records that the nominee holds on trust for the beneficial owner. Simply-Docs provides a Basic version for simple arrangements and a Long form for complex ones.
Does using a nominee keep my ownership of the company private? +
Not above 25%. The PSC regime looks through nominee arrangements, so a beneficial owner holding more than 25% of the shares or voting rights must normally be entered on the company's public PSC register, and companies have a positive duty to identify their PSCs, with criminal sanctions for non-compliance. A nominee keeps your name off the register of members, not off the PSC register. The Declaration of Trust supports accurate PSC compliance rather than defeating it.
Who receives the dividends when shares are held by a nominee? +
The company pays dividends to the nominee, because only the nominee appears on the register of members, and the company is not a party to the trust. The Declaration of Trust then obliges the nominee to account to the beneficial owner for dividends and other benefits, and typically to vote and deal with the shares only as the beneficial owner directs. Without a written declaration, proving those rights later can be difficult and expensive.
Do we need the Basic or the Long form Declaration of Trust? +
Use the Basic version for a straightforward arrangement where one person or company holds ordinary shares purely on behalf of another with no complex rights or conditions, typical in small companies and family holdings. Use the Long form where the structure is more involved: multiple classes of securities, warrants, options or rights issues, detailed nominee obligations or corporate group and investment structures. Both are drafted to comply with the Companies Act 2006 and the PSC regime.
Does the company need to be told about the trust arrangement? +
The company's register of members shows only the nominee, and the company is not a party to the declaration. But transparency duties cut across this: the company must take reasonable steps to identify its PSCs and can serve statutory notices on suspected nominees to find the true owner, and a beneficial owner over 25% must be disclosed for the PSC register. So expect to inform the company where the PSC conditions are met. The Declaration of Trust gives you the clean record to do so.
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