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Shareholder Exit Agreement Generator for the USA

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Key Requirements PROMPT example:

Shareholder Exit Agreement

"I need a Shareholder Exit Agreement for a minority shareholder leaving our tech startup, selling 15% shareholding to existing shareholders, with strict non-compete provisions and payment in installments over 12 months starting March 2025."

Document background
A Shareholder Exit Agreement becomes necessary when a shareholder wishes to leave a company or is required to exit under specific circumstances. This document, governed by English and Welsh law, sets out the comprehensive framework for the departure, including share valuation methods, payment structures, and any post-exit obligations. The agreement is crucial for maintaining business continuity and preventing potential disputes. It typically includes provisions for confidentiality, non-competition, and the protection of company interests, while ensuring fair treatment of the departing shareholder.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the exiting shareholder(s) and remaining shareholders

2. Background: Context of the exit, including current shareholding structure and reason for exit

3. Definitions: Key terms used throughout the agreement

4. Share Transfer Terms: Details of shares being transferred, price, and payment terms

5. Completion Mechanics: Process and timeline for completing the exit

6. Warranties and Representations: Standard warranties regarding share ownership and authority to sell

Optional Sections

1. Non-Compete Provisions: Restrictions on future competitive activities, used when protecting business interests from exiting shareholder with significant knowledge

2. Good Leaver/Bad Leaver Provisions: Different treatment based on circumstances of exit, applicable when shareholder is also an employee

3. Continuing Obligations: Ongoing responsibilities post-exit, used when there are lasting commitments or liabilities

Suggested Schedules

1. Share Transfer Form: Standard form for executing the transfer

2. Valuation Report: Independent valuation of shares (if applicable)

3. Resignation Letters: Template letters for resignation from directorship or other positions

4. Tax Clearances: Required tax clearances or confirmations from relevant authorities

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

Relevant legal definitions






























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Industries

Companies Act 2006: Primary legislation governing company operations, including share transfers, directors' duties, shareholder rights and remedies, and share capital provisions

Financial Services and Markets Act 2000: Regulates share transfers in regulated sectors and entities, particularly relevant if the company operates in regulated industries

Small Business, Enterprise and Employment Act 2015: Contains requirements regarding transparency of ownership and corporate governance

Capital Gains Tax Act 1992: Governs tax implications of share transfers, including available reliefs and exemptions for shareholders selling their shares

Income Tax Act 2007: Determines the tax treatment of payments related to share sales and associated income

Employment Rights Act 1996: Relevant when the exiting shareholder is also an employee, particularly for good leaver/bad leaver provisions

Competition Act 1998: Considerations for share transfers that might affect market competition or require regulatory approval

Contracts (Rights of Third Parties) Act 1999: Governs how third-party rights may be affected by or incorporated into the exit agreement

Common Law Precedents: Relevant case law on shareholder rights, valuation disputes, and fiduciary duties that impact exit agreements

Company Constitutional Documents: Articles of Association, existing Shareholders' Agreement, pre-emption rights, and tag-along/drag-along provisions that must be considered

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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