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Shareholders Agreement For Private Limited Company
"I need a Shareholders Agreement For Private Limited Company for a tech startup in Manila with three founding shareholders and plans to bring in foreign investors by March 2025, with specific provisions for protecting intellectual property and maintaining Filipino ownership control."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Explains the context of the agreement, company structure, and purpose
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Share Capital and Shareholding Structure: Details the company's share capital, classes of shares, and current shareholding distribution
5. Shareholders' Rights and Obligations: Outlines basic rights and duties of shareholders, including voting rights and dividend entitlements
6. Management and Control: Establishes governance structure, board composition, and decision-making processes
7. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Details restrictions on share transfers and processes for permitted transfers
9. Pre-emptive Rights: Procedures for offering new shares to existing shareholders
10. Tag-Along and Drag-Along Rights: Mechanisms protecting minority shareholders and facilitating company sale
11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
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
1. Dividend Policy: Specific provisions for dividend declaration and distribution, used when shareholders want to establish clear dividend parameters
2. Non-Compete and Non-Solicitation: Restrictions on competitive activities, used when shareholders may have competing business interests
3. Intellectual Property Rights: IP ownership and protection provisions, important for technology or brand-focused companies
4. Employee Share Schemes: Framework for employee share ownership, used when company plans to offer shares to employees
5. Put and Call Options: Rights to force purchase or sale of shares, used for exit planning or specific scenarios
6. Anti-Dilution Protection: Protections against share value dilution, important for companies planning future funding rounds
7. Foreign Ownership Compliance: Special provisions ensuring compliance with Philippine foreign ownership restrictions, needed when foreign shareholders are involved
1. Details of Shareholders: Complete information about each shareholder including contact details and shareholding
2. Share Capital and Distribution: Detailed breakdown of share classes, rights, and current distribution
3. Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Deed of Adherence: Template document for new shareholders to join the agreement
5. Company Business Plan: Initial business plan and key strategic objectives
6. Share Valuation Methodology: Agreed methods for valuing shares for various transfer scenarios
7. Board Composition and Procedures: Detailed governance procedures and current board structure
Authors
Articles of Incorporation
Board
Business
Business Day
Business Plan
By-laws
Company
Completion
Confidential Information
Control
Deed of Adherence
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Material Adverse Effect
Original Shareholders
Parties
Person
PHP
Reserved Matters
SEC
Securities
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Transferee
Transferor
Permitted Transfer
Qualified IPO
Related Party
Related Party Transaction
Restricted Business
Special Resolution
Territory
Voting Rights
Working Day
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Foreign Ownership Compliance
Deadlock Resolution
Default
Termination
Exit Provisions
Put and Call Options
Valuation
Representations and Warranties
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Technology
Manufacturing
Retail
Real Estate
Financial Services
Professional Services
Healthcare
Agriculture
Food and Beverage
Transportation and Logistics
Construction
Education
Tourism and Hospitality
Media and Entertainment
Energy and Utilities
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Governance
Risk Management
Investor Relations
Strategic Planning
Chief Executive Officer
Managing Director
Corporate Secretary
Legal Counsel
Chief Financial Officer
Board Member
Company Director
Corporate Lawyer
Compliance Officer
Investment Manager
Business Development Director
Shareholder Relations Manager
Corporate Governance Officer
Risk Management Officer
General Counsel
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