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New Shareholder Agreement Template for South Africa

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for a tech startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and anti-dilution protection, compliant with South African law and B-BBEE requirements."

Document background
The New Shareholders Agreement serves as a foundational document for companies operating under South African law, establishing the framework for shareholder relationships and corporate governance. It becomes necessary when forming a new company with multiple shareholders, during corporate restructuring, or when new investors join an existing company. The agreement must comply with the Companies Act 71 of 2008 and often includes considerations for B-BBEE requirements, which are crucial in the South African business context. This document typically covers share ownership, management rights, decision-making processes, dispute resolution mechanisms, and exit procedures. The New Shareholders Agreement is particularly important as it helps prevent future conflicts by clearly defining shareholders' rights and obligations, protecting both majority and minority interests, and establishing clear procedures for various corporate actions.
Suggested Sections

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 used throughout the agreement and establishes interpretation rules

4. Share Capital and Certificates: Details the company's share capital structure and share certificate provisions

5. Shareholders' Rights and Obligations: Outlines fundamental rights and obligations of shareholders

6. Management and Decision Making: Establishes governance structure, board composition, and decision-making processes

7. Share Transfer Restrictions: Details restrictions on share transfers and pre-emptive rights

8. Tag-Along and Drag-Along Rights: Specifies minority protection and majority exit facilitation rights

9. Dividend Policy: Sets out the approach to declaring and paying dividends

10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Breach and Remedies: Consequences of breach and available remedies

13. Termination: Circumstances under which the agreement can be terminated

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. B-BBEE Provisions: Required if the company needs to maintain specific B-BBEE status levels

2. Anti-dilution Protection: Important for companies planning future funding rounds

3. Put and Call Options: Useful when shareholders want specific exit mechanisms

4. Non-compete and Non-solicitation: Important when shareholders are involved in similar businesses

5. Intellectual Property Rights: Essential for technology companies or IP-heavy businesses

6. Additional Funding Obligations: Required when shareholders may need to provide additional capital

7. Good Leaver/Bad Leaver Provisions: Important when shareholders are also employees or directors

Suggested Schedules

1. Details of Shareholders and Shareholding: Current shareholders and their respective shareholdings

2. Company Information: Detailed company information including registration numbers and addresses

3. Share Transfer Form: Standard form for executing share transfers

4. Reserved Matters: List of decisions requiring special majorities or unanimous consent

5. Deed of Adherence: Template for new shareholders to sign up to the agreement

6. Fair Market Value Calculation: Methodology for calculating share values

7. B-BBEE Structure: Details of B-BBEE ownership structure if applicable

8. Business Plan: Initial business plan and strategy (if relevant)

Authors

Alex Denne

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

Relevant legal definitions














































Clauses









































Relevant Industries

Technology

Manufacturing

Financial Services

Retail

Mining

Healthcare

Professional Services

Real Estate

Agriculture

Energy

Telecommunications

Construction

Tourism

Transport and Logistics

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Investment

Corporate Development

Board of Directors

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Business Development Director

Investment Manager

Compliance Officer

Board Director

Private Equity Manager

Venture Capital Manager

B-BBEE Consultant

Corporate Governance Specialist

Risk Manager

Mergers & Acquisitions 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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