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Equity Ownership Agreement for the United States

Equity Ownership Agreement Template for United States

An Equity Ownership Agreement is a legally binding document used in the United States to establish and document the terms and conditions of equity ownership in a company. It governs the rights, responsibilities, and obligations of shareholders, including transfer restrictions, voting rights, and economic interests. The agreement must comply with federal securities laws, state-specific regulations, and relevant corporate law requirements, particularly in the jurisdiction where the company is incorporated.

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What is a Equity Ownership Agreement?

The Equity Ownership Agreement serves as a foundational document for companies seeking to formalize ownership structures and relationships between shareholders. This agreement is essential when issuing new equity, transferring existing shares, or establishing governance frameworks for ownership interests. Commonly used in both privately-held and publicly-traded companies in the United States, it addresses crucial aspects such as ownership percentages, voting rights, transfer restrictions, and exit provisions. The agreement must align with federal and state securities regulations, making it a critical tool for corporate governance and ownership management.

What sections should be included in a Equity Ownership Agreement?

1. Parties: Identification and details of all parties involved in the agreement

2. Background: Context and purpose of the agreement, including company structure and existing ownership

3. Definitions: Key terms used throughout the agreement

4. Equity Interest: Details of ownership interest being transferred or issued

5. Purchase Price and Payment: Terms of consideration and payment structure

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Transfer Restrictions: Limitations on transfer of equity interests

8. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Equity Ownership Agreement?

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

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

3. Right of First Refusal: Priority rights to purchase shares before third-party sales - include when controlling future ownership composition

4. Vesting Provisions: Schedule of equity rights vesting over time - include when equity is tied to employment or performance

What schedules should be included in a Equity Ownership Agreement?

1. Cap Table: Current and pro-forma capitalization of the company

2. Share Certificates: Copies of share certificates or ownership documentation

3. Corporate Documents: Relevant corporate resolutions and authorizations

4. Disclosure Schedule: Exceptions to representations and warranties

5. Vesting Schedule: Details of any applicable vesting arrangements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Equity Agreement

Cost

Free to use
Clauses






























Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D for private placements, and Rule 144 for restricted securities

Blue Sky Laws: State-specific securities laws governing registration and disclosure requirements for securities offerings within individual states

Corporate Law: State-specific corporation laws including Delaware General Corporation Law (if applicable) and incorporation state requirements

Tax Laws: Federal Internal Revenue Code, state tax regulations, capital gains considerations, and partnership tax rules where applicable

Employment Laws: Regulations concerning equity compensation including ERISA and IRC Section 409A for deferred compensation arrangements

Uniform Commercial Code: Article 8 (Investment Securities) and Article 9 (Secured Transactions) governing commercial transactions and security interests

Antitrust Laws: Hart-Scott-Rodino Act and Clayton Act provisions governing significant ownership changes and competition implications

Corporate Governance: Sarbanes-Oxley Act requirements (for public companies), company bylaws, and articles of incorporation considerations

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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