Nominee Shareholder Agreement Hong Kong

Nominee Shareholder Agreement in Hong Kong: Everything You Need to Know

A Nominee Shareholder Agreement (NSA) is a legal document that facilitates the transfer of shares from the registered shareholder to a nominee shareholder. This agreement is designed to help businesses maintain anonymity while protecting their interests in a particular venture.

Hong Kong is one of the most attractive destinations for investors due to its favorable business environment and strategic location. The city-state provides great benefits to businesses through various investment schemes, including the establishment of a Limited Liability Company (LLC).

If you are considering incorporating an LLC in Hong Kong, it`s prudent to understand all the legal requirements involved, including NSA. In this article, we will give you an overview of what NSA is, how it works, and its benefits.

What is a Nominee Shareholder Agreement in Hong Kong?

A Nominee Shareholder Agreement is a legal arrangement between the registered shareholder (beneficial owner) and the nominee shareholder, who is the legal owner of the shares. Under this agreement, the registered shareholder transfers the shares to the nominee shareholder, who then holds them on behalf of the beneficial owner.

The nominee shareholder is bound by the agreement and has no rights to vote, transfer, or sell the shares without the consent of the beneficial owner. The beneficial owner retains the right to receive dividends, voting rights, and other shareholder rights.

How does it work?

To secure an NSA in Hong Kong, the following steps must be taken:

1. Hire a nominee shareholder

A nominee shareholder is a person or entity that holds shares on behalf of the beneficial owner. It`s essential to select a reliable nominee shareholder who will act in good faith and comply with the agreement`s terms.

2. Draft a nominee shareholder agreement

The NSA, which is drafted by an experienced attorney, outlines the terms and conditions of the agreement. It specifies the powers and obligations of both the beneficial owner and the nominee shareholder, including the rights and obligations of the parties.

3. Transfer of shares

The registered shareholder transfers the shares to the nominee shareholder, who holds them in trust for the beneficiary. The beneficiary can still enjoy all shareholder benefits despite not being the official owner of the shares.

Benefits of Nominee Shareholder Agreement in Hong Kong

An NSA in Hong Kong comes with several benefits, including:

1. Protects anonymity

NSA is an effective tool for maintaining anonymity, as the beneficial owner`s identity is not disclosed in public records. This can be critical for businesses that want to keep their ownership structure confidential.

2. Facilitates efficient decision making

The nominee shareholder can act on the beneficial owner`s instruction to vote on corporate matters, making decision-making more efficient.

3. Flexible ownership structure

NSA allows the beneficial owner to hold a controlling interest in the company without revealing their identity. It provides an opportunity for investors to structure their shareholding without compromising confidentiality.


In summary, the Nominee Shareholder Agreement is an excellent tool for businesses looking to establish an LLC in Hong Kong while maintaining confidentiality. This agreement ensures that beneficial owners can retain control over their shares while keeping their identity confidential. It`s important to work with an experienced attorney to draft a robust NSA that will protect your interests and comply with Hong Kong`s legal requirements.