TRUST DEED
THIS TRUST DEED is made on the day of 20 between _________ (NRIC No. ) of [Insert Address] (hereinafter called the “Trustee”) of the one part and _________ (NRIC No. ) of [Insert Address] (hereinafter called the “Beneficiary”) of the other part.
WHEREAS :-
1. At the request of the Beneficiary on the Trustee shall pay upon the execution of this agreement to the Trustee the sum of Ringgit Malaysia [Insert Amount], the Trustee is the registered owner of [Insert Amount] ordinary shares (hereinafter referred to as the “said Shares”) of Ringgit Malaysia [Insert Amount]each fully paid up and representing 30% of the share capital of [Company Name] (Company No: ), a private limited company incorporated in Malaysia and corresponding address is located at [Insert Address] (hereinafter referred to as “the Company’).
2. The money for the purchase of the said Shares was provided solely and absolutely by the Beneficiary.
3. Notwithstanding the above, the Trustee owns 30% of the shares in the Company whereby the Trustee will hold 10% of the shares in the company for the Beneficiary subject to the terms mentioned hereinafter.
4. The Company was incorporated in year 2002 with an authorized capital of Ringgit Malaysia [Insert Amount] and has paid up capital of Ringgit Malaysia [Insert Amount] consisting of Ringgit Malaysia [Insert Amount] for each ordinary shares.
5. It is desirous that the said Shares be registered in the name of the Trustee and in consideration thereof the Trustee has agreed to execute this Trust Deed hereinafter appearing.
NOW IT IS HEREBY AGREED AS FOLLOWS :-
1) The Trustee declares that he holds and shall hold the said Shares and any further shares purchased and paid for by the Beneficiary and any bonus issue thereon, any rights issue and dividends payable thereon, if any, from time to time upon trust for the sole benefit of the Beneficiary absolutely and will sell, transfer or otherwise deal with the said Shares or any amount thereof as the Beneficiary shall from time to time in writing direct.
2) The Trustee will at the request of the Beneficiary attend all meetings of shareholders or otherwise which he shall be entitled to attend by virtue of being the registered holder of the said shares and will vote at every such meeting in such manner as the Beneficiary shall have directed and the Trustee shall execute all proxies or other documents which shall be necessary or proper to enable the Beneficiary or nominee to vote at any such meeting.
3) The Trustee shall execute the Share Transfer Form (i.e. FORM 32A) in respect of this Trust Deed and shall deliver to the Beneficiary the said FORM 32A and the relevant share certificates upon issue to be kept by the Beneficiary in escrow upon execution.
4) The Trustee shall hereby guarantee that the a guarantee return of Ringgit Malaysia Two Thousand (RM2,000.00) only per annum to The Beneficiary (the person who will pay out and invest the money).
5) The Beneficiary shall have the absolute right at anytime to terminate this Deed in the event of the following breaches:
(i) The Trustee fails and/or refuse to provide the quarterly sales report to the Beneficiary; and
(ii) The Trustee fails and/or refuse to distribute the income and/or return of capital to the Beneficiary within fourteen (14) days from the date the Trustee received the same from the Company;
(iii) The Trustee fails to provide the annual audited accounts to the Beneficiary within a reasonable time frame based on the financial year commencing from the date of this Deed;
(iv) The Trustee ceased to be a director of the company and/or a shareholder in the said company.
In the event the Beneficiary terminates this Deed, the Trustee shall return the said sum without interest to the Beneficiary within fourteen (14) days from the date of notification by the Beneficiary.
6) The Trustee shall have to distribute the return of capital or income generated by the Company to the Beneficiary in the following manner:
(i) The trustee hereby states that the Company will distribute the profit to the Shareholders of the company twice a year in the month of February and August. In such event, the Trustee shall return the said income received to the Beneficiary base on the proportional number of shares owned by the Beneficiary in the company.
7) In the event the Company chooses to increase the paid up capital of the company for the purpose of expansion or other reasons, the Company shall offer the same to the shareholder which in turn the Trustee, being one of the shareholders will provide sufficient notice to the Beneficiary to subscribe to additional shares based on the price offered by the Company relative to the number of shares beneficially owned by the Beneficiary. The Beneficiary is aware that in the event the Beneficiary decides not to subscribe to the additional shares, the percentage of shares owned by the Beneficiary will be reduced or diluted accordingly.
8) The Beneficiary and or his personal representatives shall have the power to appoint new Trustee or Trustees of this Trust Deed.
9) It is hereby agreed that the Beneficiary shall be entitle to the sales proceed and/or income arises from the sales in the Company effective from [Insert Date].
10) The Beneficiary hereby covenants and undertakes to indemnify the Trustee from all existing and future liabilities of whatsoever kind arising out of or in connection with the said Shares, save if such liability was incurred out of the negligence of the Trustee.
11) The expression “the Trustee” and “the Beneficiary” shall where the context so admits include their respective heirs, successors-in-title and personal representatives.
12) Words importing the feminine gender shall include the male and neuter genders and vice versa.
13) Words importing the singular number shall include the plural number and vice versa.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first abovewritten.
Signed, sealed and delivered )
)
by the Trustee )
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in the presence of:- ) ………………………………………
[Insert Name]
Signed, sealed and delivered )
)
by the Beneficiary )
)
in the presence of :- )
……………………………………..
[Insert Name]
