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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."
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
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
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
Retail
Professional Services
Technology
Manufacturing
Healthcare
Hospitality
Construction
Real Estate
Consulting
E-commerce
Food and Beverage
Creative Industries
Agriculture
Education
Financial Services
Legal
Finance
Corporate Governance
Executive
Board of Directors
Administration
Compliance
Risk Management
Company Secretariat
Investment
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
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