Trust Deed, Partnership Agreement, SPA — key corporate documents

Concept

When servicing an international holding structure, the standard incorporation set is usually not enough. What is needed are contractual documents that capture how capital and a transaction are actually governed: a trust deed for ownership and succession planning, a partnership agreement for a joint business, and a share purchase agreement (SPA) for an investor's entry into or exit from a project SPV. English names are retained where they are the working terms of common-law documents and of counterparties' search queries.

Below are the purpose of the main documents, their practical risks, and our role in preparing them. The base forms the firm uses are a starting point; adaptation to the asset, jurisdiction, tax regime, bank, and the other side is always done individually.

Trust Deed

A Trust Deed establishes a trust: a settlor transfers assets to a trustee, who holds and administers them in the interests of beneficiaries. The specific form depends on the jurisdiction of the trust — for example, Jersey and Guernsey trusts or a US dynasty trust. In private wealth the document is used for:

• reducing succession and family risks around capital;
• planning the transfer of assets across generations;
• managing assets on behalf of children or relatives with limited capacity;
• confidentiality of ownership within the limits permitted by law — in full compliance with beneficial ownership disclosure requirements.

Jurisdictions we work with on trust documents: Hong Kong, Gibraltar, the United Kingdom, and the Commonwealth of Dominica. For the UK perimeter we separately check registration of the trust with the HMRC Trust Registration Service, the trustees' tax reporting, and confirmation of registration for banks or other verifying parties. From 6 April 2025 the United Kingdom abolished the non-dom regime, so for a long-term UK resident a settlor-interested trust no longer shelters foreign income and gains from tax, and IHT exposure is now determined by length of residence (the 10/20-year test) rather than domicile — here the trust deed is prepared together with a tax review.

Partnership Agreement

A Partnership Agreement governs the relationship between two or more parties conducting a joint business or a single investment deal. Under English and Hong Kong law a partnership arises around a business carried on in common with a view to profit; the agreement is needed so that key questions are not left to the general provisions of statute. The document defines:

• the ownership structure of interests and the distribution of profit;
• the decision-making procedure: single sign-off, simple majority, or super-majority on key matters;
• terms for partner entry and exit: drag-along, tag-along, right of first refusal;
• staged vesting of founders' or managers' interests on meeting conditions;
• dispute-resolution provisions and the arbitration jurisdiction.

Applied for:

• joint ventures between two companies;
• investment partnerships for individual deals;
• multi-generational family business structures;
• professional partnerships (law firms, consulting, funds).

Jurisdictions: United Kingdom, Hong Kong.

Share Purchase Agreement (SPA)

An SPA is a share purchase agreement. It is used when ownership of a participation in a company changes and a simple transfer document is not enough. Typical scenarios:

• an investor entering a company: a seed round, Series A, or bridge financing;
• an exit of founders or early investors;
• an M&A deal: buying a business, selling a subsidiary, or bringing an asset into the group;
• intra-family transfers of interests.

The document governs:

• the transaction price and the mechanism for determining it: a fixed price, an earn-out, a contingent payment, or holding funds in escrow;
• the seller's representations and warranties to the buyer;
• conditions precedent to closing: consents, corporate approvals, banking and regulatory checks;
• indemnities for breach of representations, warranties, and tax obligations;
• non-compete and non-solicitation of clients, employees, or contractors after the seller's exit.

Jurisdictions: United Kingdom, Hong Kong, Delaware.

Other documents we prepare

• Power of Attorney — for representing a company or an individual at a bank, a registrar, a notary, or the tax authority.
• Director's Resolution — a corporate approval of a specific action: opening an account, appointing a signatory, issuing or transferring interests.
• Shareholders' Agreement — an extended version of the arrangements between participants in a corporate structure.
• Loan Agreement — financing between related or independent parties.
• Service Agreement — the relationship between a company and a contractor, director, or management company.
• Non-Disclosure Agreement (NDA) — protection of commercial, financial, and family information ahead of a deal or negotiations.

Document preparation stages

1. Initial discussion: the transaction structure, objectives, parties, assets, key terms, and jurisdictions. Usually 1–2 days.
2. Preparing the first draft: based on our form, adapted to the specific scenario. A standard document takes 1–2 weeks, a complex deal 3–4 weeks.
3. Client review: usually 1–2 iterations with comments on commercial and family terms.
4. If a counterparty is involved — negotiations between lawyers on specific points.
5. Signing: in person, via an electronic-signature service, or with notarial certification — depending on the type of document, the jurisdiction, and the bank's/registrar's requirements.

Cost

Depends on the type of document, the complexity of the deal, and the number of iterations:

• A standard document: power of attorney, director's resolution, NDA — €500–€1,500.
• A medium-complexity document: trust deed, partnership agreement, loan agreement — €3,000–€8,000.
• A complex deal: an SPA with representations and warranties, M&A documentation — €10,000–€50,000 depending on the size of the deal and the number of parties.

Where a template is dangerous

Standard forms most often break at the seams with the real ownership structure, the tax regime, the bank, and corporate restrictions: the text of the document is sound, but it does not match how the deal is actually built.

• The trust deed is signed, but registration of the trust, the trustees' tax reporting, and the obligation to give the bank a current confirmation of registration have not been checked.
• The partnership agreement exists, but there is no deadlock mechanism, no valuation of an interest, no partner exit, and no funding for additional capital.
• The SPA is agreed commercially, but restrictions on share transfers, board/shareholder approvals, taxes, escrow, and the documents for the registrar have not been checked.

Law, taxes, and transparency

The documents listed above are almost always governed by English law: its precedents on trusts, warranties, and participants' rights are predictable and recognised in most common-law jurisdictions. Governing-law and arbitration clauses determine where a dispute will actually be resolved, so they are agreed at the outset — together with the holding structure of the deal.

From 6 April 2025 the United Kingdom abolished the non-dom regime: long-term residents are taxed on foreign income and gains regardless of domicile. Protection of settlor-interested trusts has been removed for those who do not fall within the four-year FIG regime, and excluded-property status and IHT exposure are determined by the long-term residence test (the 10/20-year rule). For trusts with a UK element this means a mandatory tax review of earlier forms.

Ownership transparency has increased in recent years. Public access to beneficial-ownership registers in the EU was closed after the 2022 Court of Justice ruling and replaced with access "on a legitimate interest" basis (AMLD6, to be transposed by member states by July 2026). Together with CRS and UBO registers, this means confidentiality holds only within the bounds of mandatory disclosure to regulators and banks, and the document must match what the registers show and what economic substance confirms. The link between a beneficial owner and a nominee service is covered separately in the article on beneficial owners.