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Small Business Shareholder Agreement
"I need a Small Business Shareholder Agreement for my new tech startup in Manila, which will have four founding shareholders with equal 25% stakes, including provisions for future employee share schemes and strong protection for our intellectual property rights."
1. Parties: Identifies all shareholders and the company, including their full legal names and addresses
2. Background: Sets out the context of the agreement, including company formation details and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Share Capital and Certificates: Details the company's share structure, classes of shares, and share certificate provisions
5. Shareholders' Rights and Obligations: Outlines fundamental rights and duties of shareholders, including voting rights and dividend entitlements
6. Transfer of Shares: Establishes procedures and restrictions for transferring shares, including right of first refusal
7. Management and Decision Making: Defines corporate governance structure, decision-making processes, and voting requirements
8. Meetings and Resolutions: Specifies procedures for shareholder meetings and passing resolutions
9. Financial Matters: Covers dividend policy, funding requirements, and financial reporting obligations
10. Confidentiality: Sets out obligations regarding company and shareholder confidential information
11. Dispute Resolution: Establishes procedures for resolving conflicts between shareholders
12. Term and Termination: Specifies duration of the agreement and circumstances for termination
13. General Provisions: Contains standard legal clauses including notices, amendments, and governing law
1. Tag-Along Rights: Provides minority shareholders the right to join in the sale of shares by majority shareholders - useful for businesses with significant minority interests
2. Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale of shares - relevant for businesses anticipating potential future sale
3. Non-Compete and Non-Solicitation: Restricts shareholders from competing with the business or poaching employees - important for businesses with trade secrets or competitive concerns
4. Intellectual Property Rights: Addresses ownership and protection of company IP - essential for technology or brand-focused businesses
5. Death/Incapacity Provisions: Specifies procedures for handling shares in case of shareholder death or incapacity - important for family businesses or where continuity is crucial
6. Deadlock Resolution: Provides mechanisms for resolving management deadlocks - crucial for companies with equal shareholding
7. Put and Call Options: Gives shareholders rights to sell to or buy from other shareholders under specific conditions - useful for providing exit mechanisms
8. Employee Share Schemes: Provisions for implementing employee share ownership - relevant for businesses planning to offer shares to employees
1. Schedule 1: Details of the Company and Shareholders: Complete information about the company and current shareholding structure
2. Schedule 2: Share Capital and Rights: Detailed breakdown of share classes and associated rights
3. Schedule 3: Deed of Adherence: Template for new shareholders to sign up to the agreement
4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule 5: Business Plan: Initial business plan and strategy (if applicable)
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
7. Appendix A: Share Certificate Template: Standard form of share certificate to be issued
8. Appendix B: Meeting Procedures: Detailed procedures for conducting shareholder meetings
Authors
Articles of Incorporation
Board
Business Day
By-laws
Company
Confidential Information
Corporate Secretary
Deed of Adherence
Directors
Encumbrance
Fair Market Value
Financial Year
Group
Immediate Family Member
Material Breach
Ordinary Resolution
Original Shareholders
Parties
Philippine Law
Reserved Matters
Securities
Share Capital
Shareholder
Special Resolution
Subsidiary
Transfer
Transferee
Transferor
Voting Rights
Business Plan
Dividend
Exit Event
Intellectual Property Rights
Management
Related Party
Share Certificate
Tag-Along Rights
Drag-Along Rights
Deadlock
Valuation
Working Day
Default Event
Good Leaver
Bad Leaver
Put Option
Call Option
Share Capital and Issuance
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
Additional Capital Contributions
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Dispute Resolution
Deadlock Resolution
Default Events
Termination
Exit Provisions
Death and Incapacity
Valuation
Put and Call Options
Representations and Warranties
Assignment
Notices
Governing Law
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Third Party Rights
Compliance with Laws
Anti-corruption
Data Protection
Indemnification
Retail
Food and Beverage
Technology
Professional Services
Manufacturing
Agriculture
Tourism
Healthcare
Education
Real Estate
Construction
E-commerce
Local Trade
Creative Industries
Business Process Outsourcing
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Governance
Business Development
Operations
Administrative
CEO
Managing Director
Business Owner
Company Director
Corporate Secretary
Legal Counsel
Chief Financial Officer
Board Member
Compliance Officer
Small Business Owner
Founding Partner
Corporate Lawyer
Business Development Manager
Investment Manager
Operations Director
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