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Unanimous Shareholder Agreement
"I need a Unanimous Shareholder Agreement for my New Zealand technology startup with three co-founders, including provisions for future investment rounds and employee share schemes planned for March 2025."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Shareholders' Obligations: Core obligations of shareholders including voting requirements and confidentiality
5. Management and Control: Provisions regarding company management, board composition, and decision-making processes
6. Share Capital and Funding: Details about share structure, classes of shares, and future funding arrangements
7. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including pre-emptive rights
8. Reserved Matters: Decisions requiring unanimous shareholder approval
9. Dividend Policy: Framework for determining and distributing dividends
10. Dispute Resolution: Procedures for resolving disputes between shareholders
11. Termination: Circumstances and procedures for terminating the agreement
12. General Provisions: Standard contractual provisions including notices, amendments, and governing law
1. Tag-Along Rights: Optional section for when shareholders want the right to join in sale of shares by other shareholders
2. Drag-Along Rights: Optional section enabling majority shareholders to force minorities to join in sale of company
3. Non-Compete Provisions: Optional restrictions on shareholders competing with the company
4. Intellectual Property Rights: Optional section for companies with significant IP assets
5. Employee Share Schemes: Optional section for companies planning to implement employee share ownership
6. Dead-Lock Resolution: Optional detailed procedures for resolving decision-making deadlocks
7. Put and Call Options: Optional rights for shareholders to buy or sell shares at predetermined terms
1. Share Capital Structure: Details of current shareholding and share classes
2. Reserved Matters List: Comprehensive list of decisions requiring unanimous approval
3. Deed of Adherence: Template for new shareholders to join the agreement
4. Company Information: Key company details including registration number, registered office
5. Board Procedures: Detailed procedures for board meetings and decision-making
6. Valuation Methodology: Agreed methods for valuing shares for transfers or exits
7. Business Plan: Initial business plan and procedure for updating it
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Agriculture
Construction
Hospitality
Education
Media and Entertainment
Transportation and Logistics
Energy and Utilities
Legal
Corporate Secretarial
Executive Leadership
Board of Directors
Corporate Governance
Compliance
Finance
Investment
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Board Director
Chairman
Shareholder
Investment Manager
Corporate Governance Officer
Compliance Officer
Business Development Director
Chief Operating Officer
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