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Simple Shareholder Agreement
"I need a Simple Shareholder Agreement for my Belgian tech startup with three co-founders, where we need to include specific provisions for future investment rounds planned for March 2025 and protect minority shareholder rights."
1. Parties: Identification of all shareholders and the company, including their full legal names, addresses, and registration details
2. Background: Context of the agreement, including company information, share capital structure, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholdings: Details of the company's share capital, classes of shares, and current shareholding structure
5. Transfer Restrictions: Restrictions on the transfer of shares, including right of first refusal and tag-along/drag-along rights
6. Corporate Governance: Rules regarding board composition, appointment of directors, and decision-making processes
7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements
8. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
9. Dividend Policy: Framework for determining and distributing dividends
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for dispute resolution
1. Anti-dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances
2. Share Valuation: Methods for determining share value in case of transfers or exits
3. Non-compete and Non-solicitation: Restrictions on shareholders' competitive activities
4. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making
5. Exit Provisions: Procedures and rights relating to company sale, IPO, or other exit events
6. Preference Rights: Special rights attached to certain classes of shares
7. Information Rights: Shareholders' rights to company information and financial reports
8. Employee Share Schemes: Provisions regarding employee share ownership plans
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shareholders and their shareholdings
2. Schedule 2 - Articles of Association: Copy of the company's current articles of association
3. Schedule 3 - Reserved Matters List: Comprehensive list of matters requiring special approval
4. Schedule 4 - Share Transfer Notice: Template for share transfer notifications
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6 - Company Business Plan: Current business plan and financial projections
7. Schedule 7 - Share Valuation Methodology: Detailed procedures for share valuation
Authors
Articles of Association
Board
Business Day
Company
Completion Date
Confidential Information
Director
Encumbrance
Fair Market Value
Financial Year
General Meeting
Group
Majority Shareholders
Material Breach
Minority Shareholders
Parties
Reserved Matters
Shares
Share Capital
Shareholder
Share Transfer
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer Notice
Deed of Adherence
Voting Rights
Working Days
Related Party
Business Plan
Dividend
Exit Event
Restricted Territory
Competition
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Board Composition
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Deadlock Resolution
Default
Termination
Assignment
Notices
Entire Agreement
Severability
Amendments
Governing Law
Dispute Resolution
Force Majeure
Costs
Waiver
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Construction
Media and Entertainment
Food and Beverage
E-commerce
Consulting
Software Development
Biotechnology
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Executive Leadership
Board of Directors
Investment
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Director
Corporate Lawyer
Investment Manager
Business Development Director
Board Member
Managing Director
Finance Director
Company Director
Compliance Officer
Corporate Governance Officer
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