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Share Subscription And Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Subscription And Shareholders Agreement

"I need a Share Subscription and Shareholders Agreement for my Irish technology startup to document a Series A investment round closing in March 2025, where a venture capital firm is investing €2 million for a 25% stake with standard VC protections including board representation and anti-dilution rights."

Document background
The Share Subscription And Shareholders Agreement is a fundamental document used in Irish corporate transactions when a company is raising capital through the issuance of new shares while simultaneously establishing or updating the governance framework between shareholders. It's particularly relevant for startups seeking investment, scale-ups raising additional capital, or any company bringing in new strategic investors. The agreement must comply with Irish company law, particularly the Companies Act 2014, and typically reflects market standards in the Irish investment community. This document serves multiple purposes: it documents the terms of the investment, protects both existing and new shareholders' interests, establishes clear governance mechanisms, and provides exit strategies. The agreement is often used in conjunction with due diligence processes and may need to be aligned with existing corporate documents such as the company's constitution.
Suggested Sections

1. Parties: Identification of all parties including the Company, existing shareholders, and new investor(s)

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

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

4. Subscription for Shares: Details of shares being subscribed for, including number, class, and price

5. Completion: Conditions precedent, completion mechanics, and timing of the share subscription

6. Warranties: Standard warranties given by the Company and existing shareholders

7. Company Covenants: Ongoing obligations of the Company to shareholders

8. Board of Directors: Board composition, appointment rights, and board proceedings

9. Shareholder Matters: Shareholder voting rights, reserved matters, and meeting procedures

10. Share Transfers: Restrictions on transfer, pre-emption rights, and permitted transfers

11. Tag and Drag Rights: Co-sale rights and forced sale provisions

12. Information Rights: Shareholders' rights to company information and financial reports

13. Confidentiality: Confidentiality obligations of all parties

14. Exit Provisions: Provisions relating to company sale, IPO, or other exit events

15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Anti-dilution Protection: Protection for investors against future down-rounds, used when dealing with sophisticated investors

2. Investor Director Provisions: Specific rights and protections for investor-appointed directors, included when investors get board seats

3. Preference Rights: Special rights attached to preference shares, included when issuing preferred stock

4. Founder Provisions: Specific obligations and restrictions on founders, included when founders remain operational

5. Share Vesting: Vesting provisions for founder or employee shares, used when shares are tied to continued employment

6. Non-Compete and Non-Solicit: Restrictions on competitive activities, included for key shareholders

7. ESG Provisions: Environmental, Social and Governance requirements, included for socially conscious investors

8. FATCA Compliance: US tax compliance provisions, required when US investors are involved

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholdings: Details of current and post-completion share capital structure

2. Schedule 2 - Company Particulars: Key company information including subsidiaries and material contracts

3. Schedule 3 - Warranties: Detailed warranty schedule

4. Schedule 4 - Reserved Matters: List of decisions requiring special shareholder approval

5. Schedule 5 - Completion Requirements: Detailed list of completion deliverables and requirements

6. Schedule 6 - Board Matters: Detailed board procedures and governance requirements

7. Schedule 7 - Deed of Adherence: Form of deed for new shareholders to join the agreement

8. Schedule 8 - Financial Budget: Initial business plan and financial projections

9. Appendix A - Share Certificate Form: Form of share certificate to be issued

10. Appendix B - Board Resolution Templates: Standard form board resolutions for completion

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

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

Retail

Energy

Media and Entertainment

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Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Company Secretarial

Compliance

Investment

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Board Director

Managing Director

Finance Director

Corporate Development Manager

Investment Analyst

Legal Counsel

Compliance Officer

Business Development Director

Venture Capital Partner

Private Equity Manager

Corporate Finance Manager

Industries








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