A Startup Shareholder Agreement is a crucial document for any new company seeking to establish clear governance structures and protect stakeholder interests under English and Welsh law. This agreement becomes essential when a startup has multiple shareholders, is seeking investment, or planning to issue shares to employees. The document typically covers share ownership, transfer restrictions, decision-making processes, and exit provisions. It's particularly important for defining relationships between founders, investors, and key employees, while ensuring compliance with UK company law and establishing a framework for future growth and investment rounds.
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1. Parties: Identification and details of all shareholders and the company
2. Background: Context of the agreement and company formation
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholdings: Details of share classes, rights, and current ownership structure
5. Transfer of Shares: Procedures and restrictions for share transfers
6. Management and Decision Making: Governance structure and voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Dividend Policy: Rules for distribution of profits
1. Tag-Along Rights: Protection for minority shareholders in case of sale, typically included when minority shareholder protection is required
2. Drag-Along Rights: Ability to force minority shareholders to join in sale, typically included when majority shareholders want exit flexibility
3. Anti-dilution Protection: Protection against value dilution in future funding rounds, typically included when early-stage investors need protection
4. Employee Share Schemes: Framework for employee share options, included when company plans to offer employee equity
1. Schedule 1: Details of the Company: Company information, including registration details and share capital structure
2. Schedule 2: Matters Requiring Shareholder Consent: Detailed list of reserved matters
3. Schedule 3: Share Transfer Procedures: Detailed procedures for share transfers including valuation methods
4. Schedule 4: Deed of Adherence: Template for new shareholders to sign up to the agreement
5. Schedule 5: Share Capital Table: Current and projected shareholding structure
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