The Memorandum Of Understanding Shareholders Agreement is a crucial document used when establishing or formalizing relationships between shareholders in a Philippine corporation. It becomes particularly relevant during company formation, when new investors join, or when existing shareholders wish to formalize their arrangements. The document must comply with Philippine corporate law, particularly the Revised Corporation Code and Securities Regulation Code, while addressing specific concerns such as foreign ownership restrictions in certain sectors. This agreement typically includes provisions for share transfers, voting rights, management participation, dividend policies, and dispute resolution mechanisms. It serves as a foundational document that helps prevent future conflicts by clearly defining shareholders' rights and obligations, making it essential for both startup ventures and established companies in the Philippines.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company information and purpose of the MOU
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Shareholding Structure: Current and proposed shareholding details, including share classes and rights
5. Shareholder Rights and Obligations: Core rights and duties of shareholders
6. Corporate Governance: Board composition, appointment rights, and management structure
7. Voting Rights and Requirements: Voting mechanisms and majority requirements for key decisions
8. Share Transfer Restrictions: Limitations and procedures for transferring shares
9. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership
10. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
11. Dividend Policy: Framework for dividend declarations and distributions
12. Confidentiality: Protection of company and shareholder confidential information
13. Dispute Resolution: Procedures for resolving conflicts between shareholders
14. Term and Termination: Duration of the agreement and termination provisions
15. General Provisions: Miscellaneous legal provisions including governing law and notices
1. Anti-dilution Protection: Protection for shareholders against dilution of their shareholding
2. Minority Shareholder Protection: Additional rights and protections for minority shareholders
3. Foreign Ownership Compliance: Specific provisions ensuring compliance with Philippine foreign ownership restrictions
4. Reserved Matters: List of decisions requiring special majority or unanimous consent
5. Dead-lock Resolution: Procedures for resolving board or shareholder deadlocks
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
8. Initial Public Offering (IPO) Rights: Provisions regarding future IPO possibilities and rights
9. Technology Rights and IP: Provisions dealing with intellectual property ownership and licenses
1. Schedule 1 - Shareholder Details: Complete information about current shareholders and their shareholdings
2. Schedule 2 - Company Information: Detailed company information including registration details and capital structure
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Board Committees: Structure and composition of board committees
5. Schedule 5 - Business Plan: Initial or current business plan of the company
6. Schedule 6 - Share Valuation Methodology: Agreed method for valuing shares for various purposes
7. Schedule 7 - Deed of Adherence: Template for new shareholders to join the agreement
8. Appendix A - Corporate Governance Guidelines: Detailed corporate governance procedures and policies
9. Appendix B - Share Transfer Procedures: Detailed procedures for implementing share transfers
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