About nominees
Please seek legal advice if you are setting up a nominee arrangement in your company.
If you would like us to create a nominee profile to track nominee shareholdings, please contact the Orchestra team.
A nominee structure may be used to:
- hold the shareholdings of smaller shareholders, keeping direct shareholders to a minimum
- hold the shares of employees when they exercise their options
Setting up your nominee company
A nominee company can be used to hold shares on behalf of shareholders. The nominee company has a shareholding in the company equivalent to the sum of the shares held by shareholders within the nominee.
We can set up your nominee company share register for you on Orchestra. You will be able to profile switch between your company profile and your nominee company profile.
Your profiles will be named using this convention:
- Company profile: Conductr Limited
- Nominee company profile: Conductr Limited via Conductr Nominees Limited
Example
Conductr Nominees Limited holds 6,000 shares in Conductr Limited.
The profile for Conductr Limited via Conductr Nominees Limited has the breakdown of who holds the 6,000 shares (4 shareholders).
New Zealand Companies Office or ASIC
A nominee company profile set up this way is not commonly linked to the New Zealand Companies Office or ASIC.
If you would like your nominee company profile shareholders to display on the New Zealand Companies Office we can arrange our automatic syncing from Orchestra to the NZ Companies Office for you. Please let us know when we do your onboarding.
Is my nominee company profile linked to my company profile?
Your company and your nominee company profiles will stand alone on Orchestra (and you can access them both from within the same login by profile switching). In the future we plan to develop linkages between profiles to make managing your nominee company more efficient.
To connect with all of the investors in both your company and nominee company:
- Communications: create your communication in both profiles.
- Document Vault: upload your documents to both profiles.
How to transfer shares from a shareholder in your company to a shareholder in your nominee
Example:
John Smith holds shares in Conductr Limited.
John Smith is transferring shares to Susie Brown. Susie Brown is a current shareholder.
Susie Brown's shares are held by Conductr Nominees Limited.
Susie Brown's shares are recorded in Conductr Limited via Conductr Nominees Limited.
How to execute the share transfer (two transactions):
- In the profile for Conductr Limited - transfer the shares from John Smith to Conductr Nominees Limited. Add a share transaction note: Transfer from John Smith to Susie Brown.
- In the profile for Conductr Limited via Conductr Nominees Limited - issue shares to Susie Brown. Add a share transaction note: Transfer from John Smith to Susie Brown.
The transfer form can be stored on both share transactions for ease of reference.
You can check that your nominee company register is aligned with your company register by making sure that the nominee shareholder (Conductr Nominees Limited) holds the same number of shares in the company profile (Conductr Limited) as the total number of shares in the nominee company register (Conductr Limited via Conductr Nominees Limited).
How to exercise options to be held on trust by your nominee
Example:
Anna Skegg holds options in Conductr Limited.
Anna Skegg has notified the company that she would like to exercise her vested options.
Anna Skegg's shares will be held by Conductr Nominees Limited.
How to execute the exercise of options (two transactions):
- In the profile for Conductr Limited - exercise the options from Anna Skegg's option grant. Issue the shares to Conductr Nominees Limited. Add a share transaction note: ESOP exercise for Anna Skegg.
- In the profile for Conductr Limited via Conductr Nominees Limited - issue shares to Anna Skegg. Add a share transaction note: ESOP exercise for Anna Skegg.
The exercise notice can be stored on both share transactions for ease of reference.
You can check that your nominee company register is aligned with your company register by making sure that the nominee shareholder (Conductr Nominees Limited) holds the same number of shares in the company profile (Conductr Limited) as the total number of shares in the nominee company register (Conductr Limited via Conductr Nominees Limited).
Note: If you issue the shares to Anna Skegg (in Conductr Limited via Conductr Nominees Limited) using the same name and email address as per her options entity, Orchestra will 'entity match' for Anna Skegg and will not create a new entity.
Can my nominee company have more than one share class?
A nominee company set up can be used for more than one share class. It may complicate transferring shares between shareholders in the company and the nominee company a little but it can be managed. If you would like some assistance issuing shares in your nominee company or transferring shares between your company and nominee company, please contact us. A small service fee may apply.
Optional extra profile
If you own the nominee company, then you may also like to host its registered company profile on Orchestra (optional) so you have everything in one place. Eg:
- Company profile: Conductr Nominees Limited
In New Zealand this can be linked to the NZ Companies Office so that you can submit the annual return using Orchestra. In Australia this can be linked to ASIC.