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Startup Shareholders Agreement

Startup Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Startup Shareholders Agreement

"I need a Startup Shareholders Agreement for my Irish technology company launching in January 2025, with three co-founders having equal shares and including provisions for future employee stock options and potential VC investment rounds."

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Document background
The Startup Shareholders Agreement is a fundamental document for Irish startups that establishes the legal framework governing relationships between shareholders. It is typically implemented during company formation or when new investors join, providing crucial protection for all stakeholders. The agreement must comply with Irish corporate law, particularly the Companies Act 2014, and relevant EU regulations. It covers essential aspects such as share ownership, voting rights, board composition, share transfer restrictions, pre-emption rights, and dispute resolution mechanisms. This document is particularly important for protecting minority shareholders' interests and establishing clear protocols for major company decisions. The agreement should be tailored to accommodate future growth, potential investment rounds, and possible exit scenarios while maintaining flexibility for the startup's evolution.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

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

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

4. Share Capital and Shareholders: Details of share capital structure, classes of shares, and current shareholdings

5. Directors and Management: Appointment rights, board composition, and management structure

6. Shareholder Meetings and Resolutions: Procedures for shareholder meetings, voting rights, and decision-making processes

7. Reserved Matters: Actions requiring special majority or unanimous shareholder approval

8. Share Transfers: Rules and restrictions on transfer of shares, including right of first refusal

9. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and enabling majority exits

10. Anti-Dilution and Pre-emption Rights: Protection against dilution and rights to participate in new share issues

11. Dividend Policy: Rules governing dividend declarations and distributions

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

13. Confidentiality: Obligations regarding confidential information

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

15. Termination: Circumstances and procedures for terminating the agreement

16. Dispute Resolution: Procedures for resolving disputes between shareholders

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

Optional Sections

1. Founder Commitments: Specific obligations and commitments of founders, used when founders remain actively involved

2. Intellectual Property Rights: IP ownership and protection provisions, essential for technology startups

3. Employee Share Scheme: Framework for employee share options or ownership, included when company plans to offer equity to employees

4. Investment Rights: Special rights for investors, included when there are institutional or significant angel investors

5. Exit Strategy: Specific provisions regarding company sale or IPO, included when early exit is contemplated

6. Vesting Provisions: Share vesting schedules, typically included for founder and early employee shares

7. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks, important for 50/50 ownership structures

8. Good/Bad Leaver Provisions: Consequences of shareholder departure under different circumstances, important for active shareholders

9. Preferred Share Rights: Special rights attached to preferred shares, included when there are different share classes

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors

2. Schedule 2: Share Capital and Shareholders: Detailed breakdown of shareholdings and share classes

3. Schedule 3: Deed of Adherence: Template for new shareholders to join the agreement

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

5. Schedule 5: Business Plan: Current business plan and financial projections

6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or issues

7. Appendix A: Board Meeting Procedures: Detailed procedures for board meetings and voting

8. Appendix B: Share Transfer Notice: Template for notice of intention to transfer shares

9. Appendix C: Tag-Along Notice: Template for exercising tag-along rights

10. Appendix D: Competing Business Activities: Definition and examples of restricted business activities

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

Healthcare

E-commerce

Biotechnology

Software Development

Clean Technology

Digital Media

Manufacturing

Professional Services

Artificial Intelligence

Internet of Things

Fintech

Medical Devices

Consumer Products

Enterprise Software

Telecommunications

Renewable Energy

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Investment

Compliance

Corporate Governance

Business Development

Administrative

Relevant Roles

CEO

Founder

Co-founder

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Angel Investor

Board Member

Director

Chief Operating Officer

Chief Technology Officer

Corporate Development Manager

Investment Director

Startup Advisor

Business Development Director

Finance Director

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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