Company Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Company Shareholder Agreement

"I need a Company Shareholder Agreement for a Philippine technology startup with three founding shareholders and two venture capital investors, including provisions for future funding rounds and anti-dilution protection, to be implemented by March 2025."

Document background
The Company Shareholder Agreement is a vital document for Philippine corporations with multiple shareholders, designed to establish clear guidelines for shareholder relationships and corporate governance. It becomes particularly important when companies have diverse ownership structures, including founding members, investors, and minority shareholders. This agreement must comply with the Revised Corporation Code of the Philippines and related legislation, covering essential aspects such as share transfers, voting rights, board composition, and dispute resolution mechanisms. It's commonly used during company formation, new shareholder admission, or when formalizing existing shareholder arrangements. The document provides crucial protection for all parties involved and helps prevent potential conflicts by clearly defining rights, obligations, and procedures for various corporate actions.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

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

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of share classes, shareholding percentages, and capital structure

5. Shareholder Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

6. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal and tag-along/drag-along rights

7. Corporate Governance: Board composition, appointment rights, and management structure

8. Shareholders' Meetings: Procedures for conducting shareholders' meetings, voting requirements, and quorum

9. Dividend Policy: Framework for dividend declarations and distributions

10. Reserved Matters: Actions requiring special shareholder approval or unanimous consent

11. Deadlock Resolution: Mechanisms for resolving shareholder disputes and deadlocks

12. Confidentiality: Obligations regarding company and shareholder confidential information

13. Term and Termination: Duration of the agreement and circumstances for termination

14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Foreign Ownership Compliance: Required when foreign shareholders are involved, detailing compliance with Philippine foreign ownership restrictions

2. Preferred Shares Rights: Included when the company has preferred shares, detailing special rights and preferences

3. Share Valuation: Specific methodologies for share valuation, particularly relevant for private companies

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, typically included for closely-held companies

5. Put and Call Options: Optional share purchase rights between shareholders

6. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future share issuances

7. Management Provisions: Detailed operational procedures when shareholders are involved in day-to-day management

8. Intellectual Property Rights: Required when the company has significant IP assets

9. Employee Share Schemes: Included when the company has or plans to implement employee share ownership programs

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of shareholding, including share classes and numbers

2. Schedule 2 - Initial Directors and Officers: List of initial board members and key officers

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

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

5. Schedule 5 - Company Information: Detailed company information including registration details and licenses

6. Schedule 6 - Pre-emptive Rights Procedures: Detailed procedures for implementing pre-emptive rights

7. Schedule 7 - Share Transfer Procedures: Step-by-step process for share transfers

8. Schedule 8 - Valuation Methodology: Agreed methods for share valuation

9. Appendix A - Board Rules and Procedures: Detailed rules governing board operations and meetings

10. Appendix B - Shareholders' Meeting Procedures: Detailed procedures for conducting shareholders' meetings

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

Manufacturing

Real Estate

Financial Services

Retail

Healthcare

Professional Services

Energy

Agriculture

Transportation

Construction

Media and Entertainment

Education

Food and Beverage

Telecommunications

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Compliance

Finance

Corporate Secretariat

Investor Relations

Risk Management

Corporate Affairs

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Board Director

Company Director

Compliance Officer

Investment Manager

Managing Director

Business Development Manager

Corporate Governance Officer

Shareholder Relations Manager

Company Secretary

Investment Analyst

Private Equity Manager

Venture Capital Manager

Risk Management Officer

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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