The Startup Equity Agreement is a crucial document for any emerging company in England and Wales looking to distribute ownership among founders, investors, or employees. This agreement is typically used when establishing initial ownership structures, bringing in new investors, or implementing employee equity schemes. The document addresses critical aspects such as share classes, voting rights, vesting conditions, and transfer restrictions, while ensuring compliance with UK company law. A well-structured Startup Equity Agreement provides clarity and protection for all parties while supporting the company's growth objectives.
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1. Parties: Identification and details of all parties to the agreement including the company, shareholders, and any other relevant parties
2. Background: Context of the agreement, including company status, reason for equity issuance, and relevant business context
3. Definitions: Defined terms used throughout the agreement, including technical and legal terminology
4. Share Allocation: Details of equity distribution, share classes, nominal value, and total shareholding
5. Consideration: Terms of payment or other consideration being provided in exchange for the shares
6. Transfer Restrictions: Limitations and conditions on the transfer of shares, including pre-emption rights
7. Representations and Warranties: Statements of fact and assurances made by the parties regarding their capacity and authority
8. Completion: Conditions and mechanics for completing the share transfer or issuance
9. Confidentiality: Obligations regarding the treatment of confidential information
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and relevant courts' jurisdiction
1. Vesting Provisions: Terms and conditions for share vesting, typically used for founder or employee equity arrangements
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on same terms as majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
4. Anti-dilution Provisions: Protections against share value dilution in future funding rounds
5. Good Leaver/Bad Leaver Provisions: Terms governing share treatment when a shareholder leaves the company
1. Schedule 1 - Cap Table: Current and proposed shareholding structure showing all shareholders and their respective holdings
2. Schedule 2 - Share Certificate Template: Form of share certificate to be issued to shareholders
3. Schedule 3 - Deed of Adherence: Template for new shareholders to formally adhere to existing shareholder agreements
4. Schedule 4 - Vesting Schedule: Detailed timeline and conditions for share vesting if applicable
5. Schedule 5 - Company Information: Details of company registration, registered office, directors, and share capital
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