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Founder Shareholder Agreement
"I need a Founder Shareholder Agreement for my technology startup incorporating in Vancouver, with three co-founders each bringing different IP assets, and we want to include 4-year vesting provisions with a one-year cliff starting January 2025."
1. Parties: Identification of all founding shareholders and the corporation
2. Background: Context of the agreement, including incorporation details and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Share Ownership and Capital Structure: Details of initial share distribution and classes of shares
5. Management and Control: Corporate governance, board composition, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings
7. Transfer Restrictions: Limitations on share transfers and required procedures
8. Right of First Refusal: Process for existing shareholders to purchase shares before external sale
9. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares
10. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale
11. Vesting Provisions: Schedule and terms for share vesting for founders
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation
13. Confidentiality: Protection of company and shareholder confidential information
14. Dispute Resolution: Process for resolving disagreements between shareholders
15. Termination: Circumstances and process for terminating the agreement
16. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Preemptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issuances
2. Special Share Rights: Specific rights attached to different share classes, used when multiple share classes exist
3. Intellectual Property Assignment: Assignment of founders' IP rights to the company, important for technology companies
4. Founder Employment Terms: Basic employment terms for founders, used when employment agreements aren't separate
5. Death/Disability Provisions: Special provisions for share transfer upon death or disability of founders
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Anti-Dilution Protection: Protection against ownership dilution, important for founders expecting future investment rounds
8. Family Law Provisions: Protection against share transfer due to divorce or family law proceedings
9. Piggyback Registration Rights: Rights to participate in public offerings, relevant if IPO is contemplated
1. Schedule A - Share Capital Table: Detailed breakdown of share ownership and share classes
2. Schedule B - Initial Board of Directors: List of initial directors and their details
3. Schedule C - Reserved Matters: List of decisions requiring special approval thresholds
4. Schedule D - Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule E - Vesting Schedule: Detailed vesting terms and timeline for founder shares
6. Schedule F - Company IP: List of company intellectual property
7. Schedule G - Form of Share Transfer Notice: Template for notice of intention to transfer shares
8. Appendix 1 - Corporate Information: Key corporate details including registration numbers and registered office
9. Appendix 2 - Valuation Methodology: Agreed method for valuing shares for various transfer provisions
Authors
Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Media and Entertainment
Real Estate
Software Development
Consulting
E-commerce
Biotechnology
Clean Technology
Education Technology
Digital Services
Legal
Executive Leadership
Corporate Governance
Finance
Administration
Corporate Development
Compliance
Human Resources
Board of Directors
Company Secretariat
Chief Executive Officer
Co-Founder
Managing Director
Chief Financial Officer
Chief Technology Officer
Chief Operating Officer
Corporate Counsel
General Counsel
Board Member
Company Secretary
Chief Legal Officer
Vice President of Operations
Head of Business Development
Founding Partner
Executive Director
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