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Unanimous Shareholder Agreement Template for England and Wales

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for my tech startup with four co-founders, including provisions for future funding rounds and a specific focus on protecting intellectual property rights when shareholders exit."

Document background
A Unanimous Shareholder Agreement (USA) is essential when all shareholders wish to establish clear rules for company governance and shareholder relationships. This document is particularly relevant under English and Welsh law when shareholders want to supplement or modify their statutory rights, establish specific procedures for share transfers, or create additional protections beyond those provided in the Articles of Association. The USA typically includes provisions for decision-making processes, share valuation methods, exit mechanisms, and dispute resolution procedures. It's commonly used in private companies where shareholders have a close working relationship and want to ensure all parties have agreed to specific terms of operation and governance.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Rights: Details of share classes, rights, and obligations

5. Management and Decision Making: Governance structure and voting requirements

6. Transfer of Shares: Rules for transferring shares including pre-emption rights

7. Termination: Circumstances and process for terminating the agreement

Optional Sections

1. Tag-Along Rights: Protection for minority shareholders when majority shareholders sell their shares

2. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in the sale of the company

3. Non-Compete Provisions: Restrictions on shareholders engaging in competitive activities with the company

Suggested Schedules

1. Share Capital Table: Current shareholding structure and allocation

2. Reserved Matters: List of decisions requiring special approval

3. Form of Deed of Adherence: Template for new shareholders joining the agreement

4. Business Plan: Current business plan and strategy

Authors

Alex Denne

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

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, covering shareholder rights, directors' duties (Sections 171-177), share capital arrangements, decision-making processes, and Articles of Association requirements

Financial Services and Markets Act 2000: Regulatory framework for financial services in the UK, relevant for financial arrangements and securities matters within shareholder agreements

Small Business, Enterprise and Employment Act 2015: Legislation focusing on business transparency and corporate ownership disclosure requirements

Company Directors Disqualification Act 1986: Legislation governing the disqualification of directors and relevant provisions for director appointments in shareholder agreements

Insolvency Act 1986: Legal framework for company insolvency and winding up procedures, important for including relevant provisions in shareholder agreements

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of contracts, relevant for third-party rights considerations in shareholder agreements

Corporate Governance Code: Non-legislative best practice guidelines for corporate governance in UK companies, providing important guidance for shareholder agreement provisions

The Shareholders' Rights Regulations 2009: Implementation of EU Directive 2007/36/EC into UK law, establishing specific rights for shareholders in listed companies

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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