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Founder Shareholder Agreement
"Need a Founder Shareholder Agreement for a Malaysian technology startup with four co-founders, incorporating a 4-year vesting schedule starting January 2025 and specific provisions for intellectual property protection as two founders will maintain external consulting roles."
1. Parties: Identification of all founding shareholders and the company
2. Background: Context of the agreement, including company formation and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Capital and Shareholding: Details of initial share capital, shareholding percentages, and share classes
5. Shareholders' Rights and Obligations: Core rights and duties of founding shareholders
6. Management and Decision Making: Governance structure, board composition, and voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Transfer of Shares: Rules and restrictions on share transfers, including right of first refusal
9. Tag-Along and Drag-Along Rights: Exit provisions and forced sale mechanisms
10. Deadlock Resolution: Procedures for resolving fundamental disagreements
11. Confidentiality: Protection of company and shareholder confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee poaching
13. Termination: Circumstances and procedures for terminating the agreement
14. Dispute Resolution: Mechanisms for resolving disputes, including arbitration provisions
15. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Intellectual Property Rights: Detailed provisions for IP ownership and licensing when significant IP is involved
2. Founder Vesting: Vesting schedule for founder shares when implementing a vesting mechanism
3. Anti-Dilution Rights: Protection against dilution for future funding rounds
4. Put and Call Options: Rights to force sale or purchase of shares in specific circumstances
5. Founder Employment: Terms of founders' employment when founders are also executives
6. Additional Funding Obligations: Requirements for founders to provide additional capital
7. Family Succession Rights: Provisions for transfer of shares to family members in case of death or incapacity
8. Good Leaver/Bad Leaver: Consequences of founder departure under different circumstances
9. Shareholder Loans: Terms for any loans provided by shareholders to the company
1. Schedule 1: Details of the Company: Company registration details, address, and current directors
2. Schedule 2: Initial Shareholding Structure: Detailed breakdown of share ownership and share classes
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Business Plan: Initial business plan and key milestones
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares in various circumstances
7. Schedule 7: Founder Duties and Responsibilities: Specific roles and commitments of each founder
8. Schedule 8: Key IP Assets: List of intellectual property owned or licensed by the company
Authors
Technology
E-commerce
Financial Services
Manufacturing
Professional Services
Healthcare
Education Technology
Biotechnology
Consumer Goods
Real Estate
Media and Entertainment
Renewable Energy
Agricultural Technology
Digital Services
Consulting
Legal
Corporate Secretarial
Board of Directors
Executive Leadership
Corporate Governance
Compliance
Finance
Human Resources
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Chief Operating Officer
Company Founder
Managing Director
Board Director
Corporate Secretary
General Counsel
Legal Director
Company Director
Executive Director
Startup Founder
Managing Partner
Business Owner
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