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Startup Shareholder Agreement

Startup Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my Philippine fintech company that's accepting its first seed investment round in January 2025, with provisions for three founding members and two angel investors, including specific voting rights and anti-dilution protections."

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Document background
The Startup Shareholder Agreement is a foundational document essential for any newly established company in the Philippines seeking to formalize relationships between its shareholders. It becomes particularly crucial when a startup moves beyond the initial founding stage and begins to take on external investment. This agreement must comply with Philippine corporate law, particularly the Revised Corporation Code of 2019, and addresses critical aspects such as share ownership, voting rights, board composition, and share transfer restrictions. The document typically comes into play during company formation, new investment rounds, or when restructuring shareholder relationships, serving as a crucial tool for protecting both majority and minority shareholder interests while facilitating the company's growth and development within the Philippine business ecosystem.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company formation and purpose

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

4. Share Capital and Shareholding Structure: Details of authorized capital, issued shares, and shareholding percentages

5. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

6. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights

7. Corporate Governance: Board composition, appointment of directors, and decision-making processes

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Dividend Policy: Framework for declaration and distribution of dividends

10. Information Rights: Shareholders' rights to company information and financial reports

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

13. Dispute Resolution: Procedures for resolving disputes between shareholders

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

15. General Provisions: Standard clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protections for existing shareholders against dilution in future funding rounds

2. Intellectual Property Rights: Specific provisions for IP ownership and protection, essential for technology startups

3. Employee Share Option Pool: Structure and management of employee share schemes

4. Founders' Commitments: Special obligations and restrictions applicable to founders

5. Foreign Investment Provisions: Special provisions when foreign investors are involved

6. Exit Strategy: Procedures and rights relating to company sale or IPO

7. Dead-lock Resolution: Specific procedures for resolving board or shareholder deadlocks

8. Tag-Along and Drag-Along Rights: Detailed provisions for share sale scenarios

9. Preferred Shareholder Rights: Special rights for preferred shareholders if applicable

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete information about all shareholders including contact details and shareholding

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership percentages

3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval

4. Schedule 4: Business Plan: Initial business plan and key milestones

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

6. Schedule 6: Company's Articles of Incorporation: Copy of the company's articles of incorporation

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

8. Appendix A: Share Transfer Procedures: Detailed procedures and forms for share transfers

9. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Articles of Incorporation
Board
Business Day
Business Plan
By-laws
Company
Confidential Information
Deed of Adherence
Director
Drag-Along Right
Effective Date
Encumbrance
Exit Event
Fair Market Value
Financial Year
Founder Shares
Founders
Group
Initial Public Offering
Intellectual Property Rights
Investment Amount
Investor Director
Investor Shares
Material Adverse Effect
New Securities
Ordinary Resolution
Original Shareholders
Parties
Pre-emptive Right
Preferred Shares
Pro Rata Share
Qualified IPO
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholder Loan
Shareholders
Shares
Special Resolution
Subsidiary
Tag-Along Right
Transfer
Valuation
Voting Rights
Clauses
Interpretation
Share Capital Structure
Share Issuance
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Anti-Dilution Protection
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Representations and Warranties
Founder Commitments
Employee Share Scheme
Exit Provisions
Deadlock Resolution
Default
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Further Assurance
Relevant Industries

Technology

E-commerce

Financial Technology

Healthcare Technology

Agriculture Technology

Education Technology

Software Development

Digital Services

Renewable Energy

Biotechnology

Manufacturing

Retail Technology

Food and Beverage

Professional Services

Consumer Products

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Compliance

Investment Relations

Board of Directors

Corporate Affairs

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Startup Founder

Managing Director

Investment Manager

Corporate Lawyer

Business Development Director

Board Member

Compliance Officer

Company Director

Venture Capital Partner

Private Equity Manager

General Counsel

Legal Counsel

Corporate Governance Officer

Investor Relations Manager

Industries
Revised Corporation Code of the Philippines (2019): Primary legislation governing corporation formation, shareholder rights, corporate governance, and management structure in the Philippines
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market, including the issuance and trading of shares, particularly relevant for future funding rounds and share transfers
Civil Code of the Philippines: Provides the basic principles of contract law, obligations, and rights that underpin shareholder agreements
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign ownership and investment in Philippine corporations, including restrictions and requirements
Philippine Competition Act (Republic Act No. 10667): Governs anti-competitive behavior and must be considered for non-compete clauses and business restrictions
Intellectual Property Code of the Philippines (Republic Act No. 8293): Crucial for protecting the startup's intellectual property rights and establishing ownership provisions
National Internal Revenue Code: Governs taxation of share transfers, dividends, and other corporate transactions
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for share transfer provisions and verification of funding sources
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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