Startup Shareholder Agreement Template for Hong Kong

1. Drag Along Rights: Rights forcing minority shareholders to join in sale of company, typically included for VC-backed startups

2. Tag Along Rights: Rights allowing minority shareholders to join in sale of majority stake, typically included for investor protection

3. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds, included when preferred shares are issued

4. Employee Share Option Pool: Framework for employee share schemes, included when company plans to offer equity incentives

5. Founder Commitments: Specific obligations of founders including non-compete and time commitment, included when founders are active in business

6. Intellectual Property Rights: Assignment and protection of IP, especially important for technology startups

7. Exit Strategy: Provisions regarding IPO or trade sale, included when early exit is contemplated

1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding structure

2. Schedule 2: Deed of Adherence: Template for new shareholders to join the agreement

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

4. Schedule 4: Company Business Plan: Initial business plan and key milestones

5. Schedule 5: Share Valuation Methodology: Agreed method for valuing shares in transfer scenarios

6. Appendix A: Board Composition: Current and proposed board structure

7. Appendix B: Key Management Positions: List of key management roles and responsibilities