Stakeholders Agreement Template for Philippines

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Key Requirements PROMPT example:

Stakeholders Agreement

"I need a Stakeholders Agreement for my Philippine technology startup that will be receiving Series A funding in March 2025, with provisions for two venture capital firms and protection mechanisms for the founding team who will retain 60% ownership."

Document background
The Stakeholders Agreement is a crucial document used in Philippine corporate governance when multiple parties hold ownership interests in a corporation. It becomes particularly relevant during company formation, new investor entry, or corporate restructuring. The agreement must comply with the Revised Corporation Code of the Philippines and related regulations, including foreign ownership restrictions where applicable. It typically includes detailed provisions on share transfers, voting mechanisms, board representation, minority protection rights, and exit strategies. The document serves as a fundamental contract that prevents potential disputes by clearly defining stakeholder rights and responsibilities, management structure, and decision-making processes. It's especially important in private companies where shares are not publicly traded and in family-owned businesses seeking to professionalize their operations.
Suggested Sections

1. Parties: Identification of all stakeholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Stakeholders: Details of share classes, rights, and current ownership

5. Management and Control: Board composition, appointment rights, and decision-making processes

6. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements

7. Transfer Restrictions: Limitations on share transfers and required procedures

8. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage

9. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties

10. Dividend Policy: Framework for profit distribution

11. Reserved Matters: Decisions requiring special majority or unanimous consent

12. Confidentiality: Protection of company and stakeholder confidential information

13. Term and Termination: Duration of agreement and termination circumstances

14. Dispute Resolution: Process for resolving conflicts between stakeholders

15. Governing Law: Application of Philippine law and jurisdiction

Optional Sections

1. Anti-dilution Protection: Protection for stakeholders against value dilution in future funding rounds

2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

3. Non-compete and Non-solicitation: Restrictions on competitive activities and employee hiring

4. Intellectual Property Rights: IP ownership and licensing arrangements between stakeholders

5. Employee Share Schemes: Framework for employee share ownership programs

6. Dead-lock Resolution: Specific procedures for resolving management deadlocks

7. Foreign Ownership Compliance: Specific provisions ensuring compliance with Philippine foreign ownership restrictions

Suggested Schedules

1. Schedule 1 - Share Capital and Stakeholders: Detailed breakdown of shareholding structure and share classes

2. Schedule 2 - Reserved Matters: Comprehensive list of decisions requiring special approval

3. Schedule 3 - Board Composition: Current board members and stakeholder appointment rights

4. Schedule 4 - Business Plan: Initial or current business plan

5. Schedule 5 - Deed of Adherence: Template for new stakeholders joining the agreement

6. Schedule 6 - Company Information: Key corporate information and registration details

7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in various scenarios

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

Manufacturing

Real Estate

Financial Services

Retail

Healthcare

Energy

Agriculture

Transportation

Construction

Mining

Telecommunications

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Board of Directors

Executive Management

Corporate Governance

Investor Relations

Risk Management

Corporate Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Board Director

Company President

Corporate Governance Officer

Compliance Officer

Investment Manager

Managing Director

Shareholder Relations Officer

Business Development Director

Corporate Planning Manager

Risk Management Officer

Company Treasurer

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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