50 50 Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

50 50 Shareholder Agreement

"I need a 50-50 Shareholder Agreement for a new technology joint venture in Manila between my software development company and a foreign investor, with particular emphasis on intellectual property protection and deadlock resolution mechanisms, to be implemented by March 2025."

Document background
This document is essential when two parties intend to establish or maintain equal ownership (50-50) in a Philippine corporation. A 50-50 Shareholder Agreement is particularly crucial as it provides the framework for managing potential deadlock situations that can arise from equal ownership structures. The agreement must comply with Philippine corporate law, particularly the Revised Corporation Code, and includes comprehensive provisions for corporate governance, share transfers, dispute resolution, and protection of shareholder rights. It is commonly used in joint ventures, family businesses, and professional partnerships where equal control is desired. The document becomes especially important given the unique challenges of equal ownership and the need for clear mechanisms to ensure business continuity despite potential disagreements between shareholders.
Suggested Sections

1. Parties: Identification of the shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and confirmation of 50-50 ownership

5. Management and Control: Board composition, appointment rights, and management structure

6. Shareholder Meetings and Voting Rights: Procedures for meetings, voting requirements, and reserved matters

7. Deadlock Resolution: Mechanisms to resolve deadlock situations between equal shareholders

8. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights

9. Dividend Policy: Agreement on distribution of profits and dividend declaration

10. Information Rights: Shareholders' rights to company information and financial statements

11. Non-Competition and Confidentiality: Restrictions on competing activities and protection of company information

12. Termination: Circumstances under which the agreement can be terminated

13. Dispute Resolution: Procedures for resolving disputes between shareholders

14. General Provisions: Boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Tag-Along and Drag-Along Rights: Additional share transfer provisions, recommended when future sale of the company is contemplated

2. Put and Call Options: Share purchase mechanisms, useful for providing exit strategies

3. Anti-dilution Provisions: Protection against shareholding dilution, important if future capital raising is anticipated

4. Intellectual Property Rights: IP ownership and licensing provisions, essential for technology or brand-focused companies

5. Employee Share Schemes: Framework for employee share ownership, relevant if employee participation is planned

6. Business Plan and Budget: Agreement on business direction and financial planning, useful for new ventures

7. Related Party Transactions: Rules for dealing with related party transactions, important if shareholders have other business interests

Suggested Schedules

1. Schedule 1 - Company Details: Details of the company including registration number, registered office, and current directors

2. Schedule 2 - Initial Shareholding Structure: Details of share capital, share classes, and initial shareholding allocation

3. Schedule 3 - Reserved Matters: List of decisions requiring special approval or unanimous consent

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

5. Schedule 5 - Business Plan: Initial business plan and key milestones

6. Schedule 6 - Valuation Methodology: Agreed method for valuing shares for transfer purposes

7. Schedule 7 - Key Performance Indicators: Metrics for measuring company and management performance

8. Appendix A - Board Resolution Template: Standard format for board resolutions

9. Appendix B - Shareholder Resolution Template: Standard format for shareholder resolutions

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

Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Professional Services

Manufacturing

Retail and Consumer Goods

Real Estate and Property Development

Food and Beverage

Healthcare and Medical Services

Construction and Engineering

Financial Services

Media and Entertainment

Consulting Services

Import/Export

Agriculture and Farming

Education and Training

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Finance

Compliance

Corporate Affairs

Risk Management

Investment

Business Development

Shareholder Relations

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Business Development Director

Corporate Governance Officer

Compliance Officer

Board Director

Shareholder Relations Manager

Investment Manager

Corporate Affairs Director

Risk Management Officer

Business Owner

Joint Venture Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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