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Corporate Governance
Director Shareholder Agreement

Director Shareholder Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for a Hong Kong technology startup with three founding directors who will each hold 33.33% of shares, including provisions for future funding rounds and employee share options expected to be implemented by March 2025."

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Document background
The Director Shareholder Agreement serves as a foundational document for companies operating under Hong Kong law, typically implemented during company formation or when significant changes occur in ownership or management structure. This agreement is essential for both private and public companies seeking to establish clear governance frameworks, particularly in situations involving multiple shareholders or complex ownership structures. The document addresses key aspects of corporate governance, including board composition, voting rights, share transfer restrictions, and dispute resolution mechanisms, while ensuring compliance with Hong Kong's Companies Ordinance and related regulations. It's particularly crucial for protecting minority shareholder interests and establishing clear protocols for major corporate decisions, making it a vital tool for corporate governance and risk management.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, directors, and shareholders

2. Background: Context of the agreement, company information, and purpose of the arrangement

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Directors' Appointments and Duties: Terms of director appointments, roles, responsibilities, and fiduciary duties

5. Shareholders' Rights and Obligations: Core shareholder rights, voting arrangements, and obligations

6. Share Capital and Transfer Restrictions: Details of share capital structure and restrictions on share transfers

7. Corporate Governance: Board composition, meeting procedures, and decision-making processes

8. Reserved Matters: Decisions requiring special majority or unanimous approval

9. Dividend Policy: Framework for declaration and distribution of dividends

10. Information Rights: Rights of parties to receive company information and financial reports

11. Deadlock Resolution: Procedures for resolving management deadlocks

12. Termination: Circumstances and procedures for terminating the agreement

13. Confidentiality: Obligations regarding confidential information

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

Optional Sections

1. Tag-Along Rights: Protection for minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale of company

3. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

4. Good Leaver/Bad Leaver Provisions: Terms for share valuation and transfer upon director departure

5. Share Option Scheme: Framework for employee share options if applicable

6. Intellectual Property Rights: Provisions regarding ownership and protection of IP

7. Related Party Transactions: Procedures for handling transactions with related parties

8. Digital Governance: Provisions for electronic communications and virtual meetings

Suggested Schedules

1. Schedule 1: Company Details: Details of company registration, share capital, and current shareholdings

2. Schedule 2: Initial Directors: List of initial directors and their details

3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval

4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making

5. Schedule 5: Share Transfer Procedures: Detailed procedures and forms for share transfers

6. Schedule 6: Deed of Adherence: Form for new shareholders to agree to the terms of the agreement

7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares in various circumstances

8. Appendix A: Initial Business Plan: Company's initial business plan and strategic objectives

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

alex.den.21@genieai.co
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Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Education

Media and Entertainment

Construction

Logistics

Hospitality

Energy

Telecommunications

Consumer Goods

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Risk Management

Finance

Strategic Planning

Investor Relations

Relevant Roles

Chief Executive Officer

Company Director

Board Member

Non-Executive Director

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Chairman

Executive Director

Shareholder Representative

Corporate Secretary

Risk Management Officer

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

Find the exact document you need

Director Shareholder Agreement

A Hong Kong law-governed agreement defining the relationship between company directors and shareholders, including governance structure and mutual obligations.

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