A Company Share Agreement is a crucial document for any Australian business with multiple shareholders, serving as the foundational agreement that governs the relationship between shareholders and the company. This document becomes essential when establishing new companies, bringing in new investors, or formalizing existing shareholder arrangements. It must comply with Australian corporate law, particularly the Corporations Act 2001, and typically includes detailed provisions on share transfers, voting rights, dividend policies, and management decisions. The agreement is particularly important for private companies where shares are not publicly traded, as it provides clear mechanisms for share dealings and dispute resolution. It helps prevent potential conflicts by clearly defining shareholders' rights and obligations, and establishing procedures for various corporate actions.
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1. Parties: Identification of all parties to the agreement including the company and all shareholders
2. Background: Context of the agreement, company details, and purpose of the arrangement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Share Capital Structure: Details of authorized and issued share capital, classes of shares, and rights attached
5. Shareholders' Rights and Obligations: Core rights and duties of shareholders including voting rights and dividend entitlements
6. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal
7. Valuation Mechanism: Method for determining share value for transfers or other purposes
8. Management and Decision Making: Governance structure, board composition, and decision-making processes
9. Meetings and Resolutions: Procedures for shareholder meetings and passing resolutions
10. Dividends and Distributions: Policy and process for dividend declarations and distributions
11. Confidentiality: Obligations regarding company and shareholder confidential information
12. Dispute Resolution: Process for resolving disputes between shareholders or with the company
13. Termination: Circumstances and process for terminating the agreement
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in sale
3. Pre-emptive Rights: Optional right for existing shareholders to maintain ownership percentage in new share issues
4. Put and Call Options: Optional mechanisms for forced share purchases or sales under specific circumstances
5. Death/Incapacity Provisions: Optional procedures for handling shares upon death or incapacity of shareholders
6. Non-Compete Clauses: Optional restrictions on shareholders competing with the company
7. Special Share Rights: Optional provisions for special classes of shares with unique rights
8. Employee Share Scheme: Optional provisions for employee share ownership plans
9. Intellectual Property Rights: Optional provisions regarding ownership and use of company IP
10. External Funding Provisions: Optional procedures for seeking and accepting external investment
1. Schedule 1 - Share Capital Table: Detailed breakdown of shareholding structure and share classes
2. Schedule 2 - Shareholder Details: Complete information about each shareholder including contact details
3. Schedule 3 - Company Constitution: Copy or relevant excerpts of the company constitution
4. Schedule 4 - Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule 5 - Valuation Formula: Detailed methodology for share valuation
6. Schedule 6 - Deed of Adherence: Template for new shareholders to join the agreement
7. Appendix A - Transfer Notice Form: Standard form for initiating share transfers
8. Appendix B - Board Resolution Templates: Standard templates for common board resolutions
9. Appendix C - Meeting Procedures: Detailed procedures for conducting shareholder meetings
10. Appendix D - Share Certificate Template: Template for issuing share certificates
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