Minority Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Minority Shareholder Agreement

"I need a Minority Shareholder Agreement for my Philippine technology startup, where we're bringing in a foreign venture capital firm taking a 15% stake in January 2025, with particular emphasis on information rights and board observer rights."

Document background
The Minority Shareholder Agreement is essential for companies operating under Philippine jurisdiction where minority shareholders require specific protections and rights. This document is typically used when a company has shareholders with non-controlling interests who need guaranteed protections beyond those provided by standard corporate documentation. The agreement must comply with the Revised Corporation Code of the Philippines and other relevant legislation, including the Securities Regulation Code and Philippine Competition Act where applicable. It typically includes provisions for voting rights, board representation, information rights, share transfer restrictions, tag-along rights, and anti-dilution protections. The document is particularly important in situations involving family businesses, startup investments, joint ventures, or when foreign investors take minority positions in Philippine companies.
Suggested Sections

1. Parties: Identification of the company, majority shareholders, and minority shareholders

2. Background: Context of the agreement, company information, and existing shareholding structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Shareholding Structure: Detailed breakdown of share ownership and share classes

5. Voting Rights: Specific voting rights of minority shareholders, including veto rights on key decisions

6. Board Representation: Rights of minority shareholders to nominate directors and board observers

7. Information Rights: Rights to receive financial statements, reports, and other company information

8. Transfer Restrictions: Limitations on transfer of shares and process for such transfers

9. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders

10. Anti-Dilution Protection: Protections against dilution of minority shareholding

11. Reserved Matters: List of decisions requiring minority shareholder approval

12. Dispute Resolution: Process for resolving disputes between shareholders

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

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

Optional Sections

1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in sale of company

2. Put Option: Include when minority shareholders need right to sell shares back to company/majority shareholders

3. Non-Compete and Non-Solicitation: Include when shareholders are involved in company management or have access to sensitive information

4. Dividend Policy: Include when specific dividend distribution arrangements are needed

5. Pre-emptive Rights: Include when shareholders should have first right to purchase new share issues

6. Foreign Ownership Compliance: Include when foreign shareholders are involved and industry has ownership restrictions

7. Environmental and Social Responsibility: Include for companies in environmentally sensitive industries or with specific ESG commitments

Suggested Schedules

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

2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring minority shareholder approval

3. Schedule 3 - Initial Board Composition: List of initial directors and their roles

4. Schedule 4 - Information Rights Details: Specific information and reports to be provided to minority shareholders

5. Schedule 5 - Deed of Adherence: Template for new shareholders to agree to terms of the agreement

6. Schedule 6 - Valuation Methodology: Agreed method for valuing shares for transfers or exit

7. Appendix A - Company Articles of Incorporation: Copy of the company's articles of incorporation

8. Appendix B - Special Rights Certificate: Details of any special rights attached to minority shares

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 Startups

Manufacturing

Real Estate and Property Development

Financial Services

Retail and Consumer Goods

Professional Services

Healthcare

Energy and Resources

Agriculture and Food Production

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Investment

Corporate Governance

Board Secretariat

Shareholder Relations

Executive Management

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Investment Director

Compliance Officer

Board Director

Company Director

Shareholder Relations Manager

Corporate Governance Officer

Investment Manager

Private Equity Manager

Venture Capital Manager

Business Development Director

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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