Founder Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for a Philippine technology startup with three co-founders, where two founders will be active in the business and one will be a silent partner, with special provisions for vesting schedules and technology IP protection."

Document background
The Founder Shareholder Agreement is a critical document used when establishing a new company or formalizing the relationship between existing founding shareholders in the Philippines. It becomes particularly important in startup formations, joint ventures, or when multiple founders are involved in establishing a business. The agreement, governed by Philippine corporate law, specifically the Corporation Code and related regulations, details the founders' rights, responsibilities, and obligations, including share ownership, management participation, decision-making processes, and exit mechanisms. It addresses key aspects such as share transfer restrictions, pre-emptive rights, and dispute resolution procedures, while ensuring compliance with local regulatory requirements, including foreign ownership restrictions where applicable. This document serves as the cornerstone of corporate governance among founders and provides a clear framework for managing their relationship throughout the company's lifecycle.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company

2. Background: Context of the agreement, including company formation and business purpose

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

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

5. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contributions

6. Board Composition and Management: Structure of the board, appointment rights, and management responsibilities

7. Reserved Matters: Decisions requiring special majority or unanimous consent

8. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

10. Dividend Policy: Framework for declaration and distribution of dividends

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

12. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information

13. Termination: Circumstances and procedures for terminating the agreement

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Founder Vesting: Include when founders' shares are subject to vesting schedules

2. Intellectual Property Rights: Include when specific IP arrangements between founders need to be addressed

3. Dead Lock Resolution: Include for equal shareholding structures to address potential voting deadlocks

4. Put and Call Options: Include when specific share purchase rights are needed

5. Employee Share Option Pool: Include if an ESOP is planned or implemented

6. Anti-Dilution Protection: Include when protecting against future dilution is required

7. Preferred Rights: Include when creating different classes of shares with special rights

8. Foreign Ownership Compliance: Include when any founders are foreign nationals

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, address, and corporate information

2. Schedule 2 - Initial Shareholding Structure: Detailed breakdown of share ownership and share classes

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

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 - Founder Responsibilities: Detailed roles and responsibilities of each founder

7. Schedule 7 - Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

8. Schedule 8 - Company Intellectual Property: List of company IP and ownership details

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

E-commerce

Financial Services

Healthcare

Manufacturing

Real Estate

Retail

Professional Services

Media and Entertainment

Education

Agriculture

Telecommunications

Transportation and Logistics

Food and Beverage

Construction

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Finance

Compliance

Corporate Governance

Business Development

Operations

Relevant Roles

Chief Executive Officer

Company Founder

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Chief Operating Officer

Business Development Director

Corporate Governance Officer

Compliance Officer

Board Member

Director of Operations

Legal Director

Investment Manager

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary legislation governing the establishment, operation, and regulation of corporations in the Philippines. Covers fundamental aspects of corporate structure, shareholder rights, and corporate governance.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market, including the issuance and trading of shares. Important for provisions regarding share transfers and disclosure requirements.
Revised Corporation Code of the Philippines (Republic Act No. 11232): Updated version of the corporation law introducing modern corporate governance principles and simplified corporate processes.
Philippine Competition Act (Republic Act No. 10667): Relevant for provisions affecting anti-competitive agreements and practices, which might impact shareholder arrangements and business operations.
National Internal Revenue Code: Contains provisions on taxation of share transfers, dividend distributions, and other corporate transactions affecting shareholders.
Civil Code of the Philippines: Provides general provisions on contracts, obligations, and rights that form the basic framework for shareholder agreements.
Foreign Investments Act (Republic Act No. 7042): Important if any founders are foreign nationals, as it regulates foreign ownership and investment in Philippine corporations.
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for compliance requirements in share transfers and financial transactions between shareholders.
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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