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LLC Shareholder Agreement
"I need an LLC Shareholder Agreement for my Nigerian tech startup with three co-founders, where we want to include vesting provisions for founder shares over 4 years and specific protections for intellectual property rights."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholders: Details of share capital structure, classes of shares, and current shareholding
5. Share Transfer Restrictions: Procedures and restrictions for transferring shares, including right of first refusal
6. Corporate Governance: Board composition, appointment of directors, and decision-making processes
7. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings, voting rights
8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
9. Dividend Policy: Framework for declaring and distributing dividends
10. Information Rights: Shareholders' rights to company information and financial statements
11. Confidentiality: Obligations regarding confidential information
12. Non-compete and Non-solicitation: Restrictions on competitive activities and solicitation of employees/customers
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in company sale
3. Anti-dilution Provisions: Important when new share issues are likely or for protecting existing shareholding percentages
4. Put and Call Options: Include when shareholders want rights to force sale/purchase of shares in specific circumstances
5. Dead-Lock Resolution: Necessary for companies with 50/50 ownership or high risk of management deadlock
6. Special Rights for Founder Shareholders: Include when founders retain special voting or management rights
7. Foreign Investment Provisions: Required when agreement involves foreign shareholders
8. Share Vesting Provisions: Important for agreements involving employee shareholders or staged investment
1. Schedule 1: Details of the Company: Company registration details, registered office, directors
2. Schedule 2: Share Capital and Shareholders: Detailed breakdown of shareholding structure and share classes
3. Schedule 3: Deed of Adherence: Template for new shareholders to join the agreement
4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval
5. Schedule 5: Business Plan: Initial business plan and strategic objectives
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
7. Appendix A: Board Regulations: Detailed procedures for board operations and meetings
8. Appendix B: Share Transfer Notice: Template for notifying share transfers
Authors
Articles of Association
Board
Business Day
CAMA
Company
Confidential Information
Corporate Representative
Deed of Adherence
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
First Completion Date
Founding Shareholders
Group
Independent Director
Initial Business Plan
Investor Director
Key Management
Material Adverse Effect
Memorandum of Association
New Securities
Ordinary Shares
Parties
Permitted Transferee
Preference Shares
Pre-emption Rights
Qualified IPO
Related Party
Reserved Matters
Resolution
RIDDOR
Share Capital
Shareholder
Share Transfer
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer Notice
Drag-Along Notice
Drag-Along Right
Valuation
Voting Rights
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholders' Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Additional Funding
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Default
Deadlock Resolution
Termination
Exit Rights
Put and Call Options
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendments
Waiver
Costs
Third Party Rights
Further Assurance
Technology
Manufacturing
Financial Services
Real Estate
Agriculture
Oil and Gas
Retail
Healthcare
Professional Services
Construction
Telecommunications
Education
Mining
Transportation
Entertainment
Legal
Corporate Secretariat
Board of Directors
Executive Management
Corporate Affairs
Compliance
Finance
Risk Management
Investment Relations
Corporate Governance
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Compliance Officer
Business Development Director
Corporate Governance Officer
Shareholder Relations Manager
Investment Analyst
Risk Manager
Company Director
Corporate Affairs Manager
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