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Small Business Shareholder Agreement Template for Australia

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Key Requirements PROMPT example:

Small Business Shareholder Agreement

"I need a Small Business Shareholder Agreement for my technology startup with three founding shareholders, including specific provisions for intellectual property protection and a vesting schedule for shares that will fully vest by March 2025."

Document background
The Small Business Shareholder Agreement is essential for Australian small businesses with multiple shareholders, providing a legally binding framework that governs the relationship between shareholders and the company. This document becomes particularly crucial when transitioning from a sole proprietorship to a multi-owner structure, bringing in new investors, or formalizing family business arrangements. It addresses key aspects such as share transfers, decision-making processes, dividend policies, and dispute resolution mechanisms, while ensuring compliance with Australian corporate law. The agreement helps prevent potential conflicts by clearly defining shareholders' rights and obligations, protecting minority interests, and establishing clear procedures for business operations and eventual exit strategies. It's particularly valuable for small businesses looking to establish professional governance structures while maintaining operational flexibility.
Suggested Sections

1. Parties: Identifies all shareholders and the company as parties to the agreement

2. Background: Sets out the context of the agreement, company details, and purpose

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Share Capital and Certificates: Details the company's share structure and share certificate requirements

5. Shareholders' Rights and Obligations: Core rights and duties of shareholders including voting rights

6. Transfer of Shares: Rules and processes for transferring shares, including right of first refusal

7. Valuation of Shares: Methodology for valuing shares for transfers or exits

8. Management and Decision Making: Governance structure and decision-making processes

9. Directors: Appointment, removal, and duties of directors

10. Meetings and Resolutions: Procedures for shareholder and director meetings

11. Financial Matters: Dividend policy, funding requirements, and financial management

12. Confidentiality: Protection of company and shareholder confidential information

13. Dispute Resolution: Process for resolving conflicts between shareholders

14. Termination: Circumstances and process for terminating the agreement

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Optional provisions for share sale participation rights, recommended for companies planning future exits

2. Non-Compete and Non-Solicitation: Restrictions on competitive activities, recommended when shareholders are active in the industry

3. Intellectual Property: IP ownership and protection clauses, essential for technology or creative businesses

4. Employee Shareholders: Special provisions for shareholders who are also employees, including good/bad leaver provisions

5. Death and Incapacity: Succession planning provisions, particularly important for family businesses

6. Business Plan and Budget: Requirements for annual business planning, useful for actively managed businesses

7. Pre-emptive Rights: Additional share issue provisions, important for companies planning future capital raising

8. Put and Call Options: Share purchase rights in specific circumstances, useful for exit planning

Suggested Schedules

1. Schedule 1 - Shareholder Details: Current shareholders and their shareholdings

2. Schedule 2 - Company Details: Company information including ACN, registered office, and directors

3. Schedule 3 - Share Capital Structure: Detailed breakdown of share classes and rights

4. Schedule 4 - Reserved Matters: Decisions requiring special majority or unanimous approval

5. Schedule 5 - Share Valuation Methodology: Detailed process for share valuation

6. Schedule 6 - Deed of Accession: Template for new shareholders to join the agreement

7. Schedule 7 - Business Plan: Initial business plan (if applicable)

8. Appendix A - Share Transfer Form: Standard form for documenting share transfers

9. Appendix B - Board Resolution Templates: Standard templates for common board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses




































Relevant Industries

Retail

Professional Services

Technology

Manufacturing

Healthcare

Hospitality

Construction

Real Estate

Consulting

E-commerce

Food and Beverage

Creative Industries

Agriculture

Education

Financial Services

Relevant Teams

Legal

Finance

Corporate Governance

Executive

Board of Directors

Administration

Compliance

Risk Management

Company Secretariat

Investment

Relevant Roles

CEO

Managing Director

Company Secretary

Chief Financial Officer

Business Owner

Founder

Director

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Manager

Accountant

Board Member

Company Administrator

Risk Manager

Compliance Officer

Investment Manager

Family Business Advisor

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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