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Shareholders Agreement And Share Subscription Agreement Template for Ireland

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Key Requirements PROMPT example:

Shareholders Agreement And Share Subscription Agreement

"I need a Shareholders Agreement and Share Subscription Agreement for my Irish technology startup that's accepting a €2 million investment from a venture capital firm in March 2025, with specific provisions for founder vesting and anti-dilution protection."

Document background
The Shareholders Agreement And Share Subscription Agreement is a crucial document used when a company is either seeking new investment or restructuring its shareholding under Irish law. This dual-purpose agreement is particularly relevant for growing companies, startups seeking funding, or established businesses bringing in new strategic investors. It serves two main functions: firstly, it governs the mechanics and terms of subscribing for new shares in the company, and secondly, it establishes the ongoing rights and obligations of all shareholders following the investment. The document must comply with Irish corporate law, particularly the Companies Act 2014, and typically includes detailed provisions on share transfer restrictions, pre-emption rights, board composition, reserved matters, and shareholder protections. It's commonly used in venture capital rounds, private equity investments, or when bringing in strategic corporate investors, and can be adapted to accommodate various investment structures and investor requirements while ensuring appropriate protections for all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors

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

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

4. Subscription for Shares: Details of the share subscription including number of shares, price, and payment terms

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

6. Warranties and Representations: Warranties given by the company and existing shareholders to the new investors

7. Share Capital and Transfer Restrictions: Share capital structure and restrictions on transfer of shares

8. Pre-emption Rights: Rights of existing shareholders to maintain their percentage shareholding in future share issues

9. Board Composition and Management: Structure of the board, appointment rights, and management provisions

10. Reserved Matters: Decisions requiring special majority or unanimous consent

11. Information Rights: Shareholders' rights to receive financial and other company information

12. Dividend Policy: Agreement on distribution of profits and dividend policy

13. Confidentiality: Obligations regarding confidential information

14. Term and Termination: Duration of the agreement and circumstances for termination

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

Optional Sections

1. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders - include when protecting minority interests

2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale - include when exit flexibility is needed

3. Put and Call Options: Rights to force purchase/sale of shares - include when specific exit mechanisms are required

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include for key shareholders/founders

5. Anti-Dilution Protection: Protection against value dilution - include for venture capital/professional investors

6. Liquidation Preference: Preferential rights on liquidation - include for preferred shareholders

7. Employee Share Scheme: Provisions for employee share ownership - include if employee participation is planned

8. Intellectual Property Rights: Special provisions for IP-heavy companies - include for technology/creative businesses

9. Dead Lock Resolution: Mechanisms to resolve shareholder disputes - include for 50/50 joint ventures

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Details of current and post-completion shareholding structure

2. Schedule 2 - Subscription Details: Detailed terms of the share subscription including price calculation

3. Schedule 3 - Warranties: Full list of warranties given by the company and warranting shareholders

4. Schedule 4 - Reserved Matters: Comprehensive list of matters requiring special approval

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

6. Schedule 6 - Board Procedures: Detailed procedures for board meetings and decision-making

7. Schedule 7 - Company's Current Business Plan: Current business plan and financial projections

8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement

9. Schedule 9 - Key Performance Indicators: Agreed KPIs for monitoring company performance

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






















































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Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

Professional Services

Retail

E-commerce

Biotechnology

Energy

Transportation

Media and Entertainment

Telecommunications

Software Development

Construction

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Investment

Compliance

Corporate Governance

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Investment Director

Venture Capital Partner

Private Equity Manager

Corporate Development Manager

Board Director

Financial Controller

Investment Manager

Legal Counsel

Business Development Director

Compliance 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

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