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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."
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
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
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
Articles of Incorporation
Board
Business
Business Day
Business Plan
By-laws
Chairman
Company
Competitor
Confidential Information
Deed of Adherence
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Founder
Founding Shareholders
General Meeting
Group
Independent Director
Initial Business Plan
Intellectual Property Rights
Material Breach
New Securities
Ordinary Resolution
Original Shareholders
Parties
Person
Philippine Peso
Pre-emptive Right
Prohibited Transfer
Qualified IPO
Related Party
Reserved Matters
Right of First Refusal
SEC
Securities
Share Capital
Shareholders
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferee
Transferor
Valuation
Vesting Schedule
Interpretation
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Further Funding
Exit Rights
Default
Deadlock Resolution
Termination
Breach Remedies
Put and Call Options
Valuation
Anti-Dilution
Representations and Warranties
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Costs and Expenses
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
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Governance
Business Development
Operations
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
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Founder Shareholder Agreement
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