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.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
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
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
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
Find the exact document you need
Corporation Loan To Shareholder Agreement
A Philippine law-governed agreement establishing terms for a loan from a corporation to its shareholder, including loan terms, security arrangements, and compliance requirements.
Download
Public Company Shareholders Agreement
A Philippine law-governed agreement establishing rights and obligations between shareholders in a publicly listed company, ensuring regulatory compliance and shareholder protection.
Download
Corporation Shareholder Agreement
A Philippine law-governed agreement establishing rights, obligations, and relationships between corporate shareholders under the Revised Corporation Code.
Download
Share Allocation Agreement
A Philippine law-governed agreement that documents the formal allocation of shares from a company to specified recipients, detailing terms, conditions, and regulatory compliance requirements.
Download
Corporation Ownership Agreement
A Philippine law-governed agreement establishing shareholder rights, obligations, and corporate ownership structure in accordance with the Revised Corporation Code.
Download
Shareholders Agreement Contract
A Philippine law-governed agreement establishing rights and obligations between company shareholders, ensuring compliance with local corporate regulations while protecting stakeholder interests.
Download
Shareholder Dissolution Agreement
A Philippine law-governed agreement that formalizes the dissolution of a corporation and outlines the process for winding up its affairs and distributing assets among shareholders.
Download
Share Redemption Agreement
A Philippine law-governed agreement documenting the terms and process for a company to repurchase its shares from existing shareholders.
Download
Company Shareholder Agreement
A Philippine law-governed agreement establishing rights, obligations, and relationships between company shareholders, ensuring proper corporate governance and shareholder protection.
Download
Shareholder Separation Agreement
A Philippine law-governed agreement that formalizes a shareholder's exit from a company, including share transfer terms and mutual obligations.
Download
50 50 Shareholder Agreement
A Philippine law-governed agreement establishing rights and obligations between two equal (50-50) shareholders, including governance and deadlock resolution provisions.
Download
Directors Agreement
A Philippine law-governed agreement establishing the terms and conditions of a director's appointment to a company's board, including duties, responsibilities, and remuneration.
Download
Shareholder Withdrawal Agreement
A Philippine law-governed agreement documenting the terms and process for a shareholder's withdrawal from a company, including share valuation and transfer procedures.
Download
Silent Shareholder Agreement
A Philippine law-governed agreement establishing terms for a silent shareholder's confidential investment and profit-sharing rights in a company, without management involvement.
Download
Shareholder Termination Agreement
A Philippine law-governed agreement establishing terms and conditions for terminating a shareholder's interest in a company, including share transfer and mutual releases.
Download
Unanimous Shareholder Agreement
A Philippine law-governed agreement establishing mutual rights and obligations among all shareholders of a corporation, requiring unanimous consent for key corporate decisions.
Download
Minority Shareholder Agreement
A Philippine law-governed agreement establishing minority shareholder rights and protections in a corporation, including voting rights, board representation, and share transfer provisions.
Download
Family Business Shareholders Agreement
A Philippine law-governed agreement establishing rights and obligations between family shareholders in a family-owned business, ensuring proper governance and succession planning.
Download
Small Business Shareholder Agreement
A Philippine law-governed agreement establishing rights and obligations between shareholders in a small business corporation.
Download
Shareholders Agreement Transfer Of Shares
A Philippine law-governed agreement documenting the transfer of shares between shareholders, including terms, conditions, and regulatory compliance requirements.
Download
Stakeholders Agreement
A Philippine law-governed agreement establishing rights and obligations between corporate stakeholders, including ownership, management, and operational guidelines.
Download
Proxy Shareholder Agreement
A Philippine law-governed agreement establishing proxy voting arrangements between shareholders and their appointed representatives.
Download
Shareholders Agreement For Private Limited Company
A Philippine law-governed agreement establishing rights and obligations between shareholders in a private limited company.
Download
Shareholder Support Agreement
A Philippine law-governed agreement establishing shareholders' commitments to provide support to a company, detailing support obligations and enforcement mechanisms.
Download
Entrusted Shareholding Agreement
A Philippine law-governed agreement establishing an arrangement where one party legally holds shares on behalf of another party who maintains beneficial ownership.
Download
Startup Shareholder Agreement
A Philippine law-governed agreement establishing rights, obligations, and relationships between startup shareholders, aligned with the Revised Corporation Code of the Philippines.
Download
Share Contribution Agreement
A Philippine law-governed agreement documenting the contribution of shares as capital to a company, outlining terms, conditions, and regulatory compliance requirements.
Download
Shareholder Subscription Agreement
A Philippine law-governed agreement detailing terms and conditions for new share subscriptions in a company, including price, payment terms, and investor rights.
Download
Shareholder Transfer Agreement
A Philippine law-governed agreement documenting the transfer of shares between shareholders, including terms, conditions, and regulatory compliance requirements.
Download
Shareholder Purchase Agreement
A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion requirements.
Download
Sales Of Shares Agreement
A Philippine law-governed agreement documenting the terms and conditions for the sale and transfer of shares between parties, ensuring regulatory compliance and protecting both buyer and seller interests.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)