Trust agreement – a way to anonymity in the company?
Often, for various reasons, a person who wants to have control over shares in a limited liability company does not participate in the company in person as a partner despite the financial outlay. The reason for this may be, for example, the prohibition of competition in connection with the exercise of functions in other companies. Often, such a person transfers funds to contribute or acquire shares in a company trusted by a person from a family or friends, who is listed in the National Court Registry as a partner. However, such a situation is risky for the person exposing the funds, because, in the event of a conflict with the person who subscribes to the shares, the investor has no control over the shares and decision making in the company.
Recently, it has become popular in such situations to regulate this type of relationship by signing a trust agreement. Such an agreement is not regulated in the Civil Code, but it is allowed under the provisions on contractual freedom, and moreover, often such an agreement has already been subject to individual interpretations and court judgments. With reference to the provisions of a trust deed, the provisions of the Civil Code regarding the order should be applied accordingly.
In such an agreement, the trusteeship consists in the fact that the shares in the company include the trustee and that he is listed in the Register of Entrepreneurs of the National Court Register as a partner. However, funds for the purchase of these shares are transferred by the entity, and he is entitled to obtain all benefits related to shares, which of course should be explicitly stipulated in the contract.
The conclusion of a trust deed does not have to be disclosed to the other shareholders of the company. The actual purchaser of shares will only act in a contract with a trustee. However, all transactions and activities related to the purchase and possession of shares will be performed by the trustee in his own name. Establishing a trust can therefore only be kept a secret between the trustee and the trustee.
The trustee operates in the company and performs all activities for the benefit of the trustee, in accordance with the instructions of the trustee and in accordance with the provisions of the trust deed. All provisions regarding the manner of exercising rights in the company by the trustee should be specified in the contract, primarily the contract should contain provisions regarding the obligation to strictly comply with the instructions of the trustee, and include granting a power of attorney to exercise the rights in the company. The contract should also include provisions on the obligation to transfer ownership of shares to the entity that entrusts or appoints it at its request or at a date specified by the parties in advance.
With regard to the trustee, in the scope of taxes, he will be required to settle only the remuneration due to the party entrusting him for the performance of the contract. Despite the fact that the trustee acquires shares in his own name, the taxpayer commissioned by the investor remains neutral to him.