New Shareholder Agreement Template for Hong Kong

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Key Requirements PROMPT example:

New Shareholder Agreement

I need a New Shareholder Agreement for my Hong Kong technology startup, which will have three founding shareholders and a venture capital investor, with specific provisions for future funding rounds and anti-dilution protection for the founders.

Document background

A New Shareholders' Agreement is a crucial document for companies operating under Hong Kong law, typically implemented when establishing a new company, bringing in new investors, or restructuring existing shareholder arrangements. This agreement serves as the foundational document governing the relationship between shareholders, protecting their interests while ensuring efficient company operation. It must comply with Hong Kong's Companies Ordinance (Cap. 622) and related legislation, addressing key aspects such as share transfers, management rights, dividend policies, and dispute resolution mechanisms. The agreement is particularly important in Hong Kong's dynamic business environment, where international and local investors frequently collaborate in various business ventures.

Suggested Sections

1. Parties: Identification of all shareholders and the company entering into the agreement

2. Background: Context of the agreement, including company details and purpose of the arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Share Capital and Shareholdings: Details of company's share structure and current shareholdings

5. Directors and Management: Appointment rights, board composition, and management structure

6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights

7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

8. Transfer of Shares: Restrictions and procedures for transferring shares

9. Pre-emption Rights: Existing shareholders' rights to purchase shares before offered to third parties

10. Dividend Policy: Agreement on distribution of profits and dividend declarations

11. Information Rights: Shareholders' rights to company information and financial reports

12. Confidentiality: Obligations regarding confidential information

13. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Default: Consequences of breaching the agreement

15. Termination: Circumstances and procedures for terminating the agreement

16. General Provisions: Standard clauses including governing law, notices, and entire agreement

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale of company

3. Dead-Lock Resolution: Procedures for resolving fundamental disagreements between shareholders

4. Share Valuation: Specific methods for valuing shares in various transfer scenarios

5. Intellectual Property Rights: Specific provisions for companies with significant IP assets

6. Employee Share Scheme: Provisions for implementing employee share ownership plans

7. Exit Strategy: Specific provisions for company sale or IPO

8. Anti-Dilution Protection: Protection against dilution for certain shareholders in future funding rounds

9. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, registered office, directors

2. Schedule 2 - Share Capital and Shareholdings: Detailed breakdown of share classes and current ownership

3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval

4. Schedule 4 - Deed of Adherence: Form for new shareholders to join the agreement

5. Schedule 5 - Business Plan: Initial business plan and strategy

6. Schedule 6 - Share Valuation Methodology: Detailed procedures for share valuation

7. Appendix A - Board Resolutions: Format for board resolutions and voting procedures

8. Appendix B - Shareholders' Resolutions: Format for shareholder resolutions and voting procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Clauses

Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Professional Services

Retail

Healthcare

Education

Construction

Media and Entertainment

Logistics

Energy

Agriculture

Telecommunications

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Risk Management

Executive Management

Board of Directors

Corporate Governance

Investor Relations

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Director

Board Director

Managing Director

Compliance Officer

Business Development Director

Finance Manager

Investment Manager

Corporate Governance Officer

Risk Manager

Shareholder Relations Manager

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