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Limited Company Agreement

Limited Company Agreement Template for South Africa

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Key Requirements PROMPT example:

Limited Company Agreement

"I need a Limited Company Agreement for a South African technology startup with three equal shareholders, incorporating specific provisions for future investment rounds and a detailed share vesting schedule to be implemented by March 2025."

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Document background
The Limited Company Agreement serves as the foundational document for establishing and operating a private company in South Africa. It is typically used when incorporating a new company or formalizing the arrangement between existing shareholders in accordance with the Companies Act 71 of 2008. This document outlines the company's governance structure, shareholders' rights and obligations, share capital arrangements, and management procedures. It includes provisions for compliance with South African corporate law, including B-BBEE requirements where applicable, and addresses key aspects such as share transfers, voting rights, dividend policies, and dispute resolution mechanisms. The agreement is essential for protecting shareholders' interests while ensuring efficient company operation within the South African legal framework.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including registration numbers and addresses

2. Background: Context of the agreement, including company formation purpose and parties' intentions

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

4. Formation and Company Details: Details of company formation, registered office, and business purpose

5. Share Capital and Securities: Structure of share capital, classes of shares, and rights attached to shares

6. Shareholders Rights and Obligations: Core rights and duties of shareholders, including voting rights and obligations

7. Directors and Management: Appointment, removal, and powers of directors, board composition and meetings

8. Meetings and Resolutions: Procedures for shareholder meetings, voting, and passing of resolutions

9. Financial Matters: Financial management, dividends, accounts, and audit requirements

10. Transfer of Shares: Procedures and restrictions for transferring shares, including pre-emptive rights

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for handling disputes between shareholders or with the company

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

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want specific exit rights and protections for share sales

2. B-BBEE Provisions: Required if company needs to comply with B-BBEE requirements

3. Dividend Policy: Include when shareholders want specific dividend distribution rules

4. Non-Competition and Non-Solicitation: Include when shareholders should be restricted from competing activities

5. Intellectual Property Rights: Include when company owns or develops significant IP

6. External Financing: Include when company anticipates seeking external funding

7. Dead-Lock Resolution: Include for companies with equal shareholding structures

8. Management Structure: Include when specific management positions and responsibilities need defining

Suggested Schedules

1. Schedule 1: Share Capital and Shareholding: Detailed breakdown of share classes, numbers, and current shareholders

2. Schedule 2: Company Details: Complete company information including registration details and addresses

3. Schedule 3: Initial Directors: List of initial directors and their details

4. Schedule 4: Reserved Matters: List of decisions requiring special approval

5. Schedule 5: Pre-emptive Rights Procedures: Detailed process for implementing pre-emptive rights

6. Appendix A: Share Transfer Form: Standard form for executing share transfers

7. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

8. Appendix C: Deed of Adherence: Template for new shareholders joining the agreement

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
Relevant legal definitions












































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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Financial Services

Healthcare

Real Estate

Construction

Agriculture

Mining

Energy

Transportation

Education

Hospitality

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Business Development

Corporate Affairs

Investment

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Managing Director

Board Director

Compliance Officer

Corporate Governance Officer

Risk Manager

Business Development Manager

Investment Manager

Shareholder Representative

Company Founder

Commercial 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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