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Business Shares Agreement Template for Ireland

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Key Requirements PROMPT example:

Business Shares Agreement

"I need a Business Shares Agreement for the sale of 30% of ordinary shares in my Irish tech startup to a venture capital investor, with drag-along rights and anti-dilution protection, to be completed by March 2025."

Document background
The Business Shares Agreement is a fundamental document in Irish corporate transactions, used whenever shares in an Irish company are being transferred between parties or new shares are being issued. This agreement is essential for documenting the terms of share transactions, whether in the context of investment rounds, corporate restructuring, employee share schemes, or exit arrangements. The document must comply with Irish company law, particularly the Companies Act 2014, and includes crucial details about share valuation, transfer mechanics, shareholder rights, and governance arrangements. It serves multiple purposes: legally executing the share transfer, protecting parties' interests through warranties and indemnities, establishing governance frameworks, and ensuring regulatory compliance. The agreement is particularly important in private companies where shares are not freely transferable and specific transfer restrictions need to be documented.
Suggested Sections

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

2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will be completed, including conditions precedent

6. Representations and Warranties: Standard warranties about share ownership, authority to sell, and company status

7. Share Rights and Restrictions: Details of the rights attached to the shares and any restrictions on transfer

8. Corporate Governance: Key decision-making processes and shareholder voting rights

9. Confidentiality: Obligations regarding confidential information and announcement restrictions

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

Optional Sections

1. Pre-emption Rights: Used when existing shareholders should have first right to purchase shares being transferred

2. Tag-Along and Drag-Along Rights: Include when minority shareholder protection or majority forced sale rights are required

3. Share Valuation: Include when specific valuation mechanisms need to be agreed for future share transfers

4. Non-Competition and Non-Solicitation: Include when selling shareholders need to be restricted from competing activities

5. Regulatory Compliance: Include when the transaction requires specific regulatory approvals or compliance measures

6. Dividend Policy: Include when specific dividend distribution rules need to be established

7. Dead-lock Resolution: Include when specific mechanisms for resolving shareholder disputes are needed

Suggested Schedules

1. Schedule 1: Share Details: Details of the shares being transferred, including share certificates numbers and share class information

2. Schedule 2: Warranties: Detailed list of warranties given by the selling shareholders and the company

3. Schedule 3: Company Information: Key company information including assets, liabilities, and material contracts

4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5: Reserved Matters: List of decisions requiring special shareholder approval

6. Appendix A: Share Certificate: Pro forma share certificate

7. Appendix B: Board Resolutions: Pro forma board resolutions approving the share transfer

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

Relevant legal definitions








































Clauses







































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Energy

Transportation

Agriculture

Construction

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Board of Directors

Executive Management

Corporate Development

Investment

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Director

Finance Director

Managing Director

Board Director

Compliance Officer

Corporate Governance Manager

Business Development Director

Investment Manager

Shareholder Relations Manager

Corporate Finance Manager

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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