The Startup Shareholders Agreement is a fundamental document for Irish startups that establishes the legal framework governing relationships between shareholders. It is typically implemented during company formation or when new investors join, providing crucial protection for all stakeholders. The agreement must comply with Irish corporate law, particularly the Companies Act 2014, and relevant EU regulations. It covers essential aspects such as share ownership, voting rights, board composition, share transfer restrictions, pre-emption rights, and dispute resolution mechanisms. This document is particularly important for protecting minority shareholders' interests and establishing clear protocols for major company decisions. The agreement should be tailored to accommodate future growth, potential investment rounds, and possible exit scenarios while maintaining flexibility for the startup's evolution.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Share Capital and Shareholders: Details of share capital structure, classes of shares, and current shareholdings
5. Directors and Management: Appointment rights, board composition, and management structure
6. Shareholder Meetings and Resolutions: Procedures for shareholder meetings, voting rights, and decision-making processes
7. Reserved Matters: Actions requiring special majority or unanimous shareholder approval
8. Share Transfers: Rules and restrictions on transfer of shares, including right of first refusal
9. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and enabling majority exits
10. Anti-Dilution and Pre-emption Rights: Protection against dilution and rights to participate in new share issues
11. Dividend Policy: Rules governing dividend declarations and distributions
12. Information Rights: Shareholders' rights to company information and financial reports
13. Confidentiality: Obligations regarding confidential information
14. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
15. Termination: Circumstances and procedures for terminating the agreement
16. Dispute Resolution: Procedures for resolving disputes between shareholders
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Founder Commitments: Specific obligations and commitments of founders, used when founders remain actively involved
2. Intellectual Property Rights: IP ownership and protection provisions, essential for technology startups
3. Employee Share Scheme: Framework for employee share options or ownership, included when company plans to offer equity to employees
4. Investment Rights: Special rights for investors, included when there are institutional or significant angel investors
5. Exit Strategy: Specific provisions regarding company sale or IPO, included when early exit is contemplated
6. Vesting Provisions: Share vesting schedules, typically included for founder and early employee shares
7. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks, important for 50/50 ownership structures
8. Good/Bad Leaver Provisions: Consequences of shareholder departure under different circumstances, important for active shareholders
9. Preferred Share Rights: Special rights attached to preferred shares, included when there are different share classes
1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors
2. Schedule 2: Share Capital and Shareholders: Detailed breakdown of shareholdings and share classes
3. Schedule 3: Deed of Adherence: Template for new shareholders to join the agreement
4. Schedule 4: Reserved Matters: Detailed list of matters requiring special approval
5. Schedule 5: Business Plan: Current business plan and financial projections
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or issues
7. Appendix A: Board Meeting Procedures: Detailed procedures for board meetings and voting
8. Appendix B: Share Transfer Notice: Template for notice of intention to transfer shares
9. Appendix C: Tag-Along Notice: Template for exercising tag-along rights
10. Appendix D: Competing Business Activities: Definition and examples of restricted business activities
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