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Corporation Ownership Agreement
"I need a Corporation Ownership Agreement for my Australian technology startup with three co-founders and two angel investors, including specific provisions for future funding rounds and anti-dilution protection, to be implemented by March 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Share Capital and Certificates: Details of share classes, rights, and certification
5. Ownership Structure: Current shareholding structure and ownership percentages
6. Shareholders' Rights and Obligations: Core rights and responsibilities of shareholders
7. Board Composition and Governance: Structure and operation of the board of directors
8. Decision Making: Voting rights and procedures for key decisions
9. Share Transfer Restrictions: Limitations and procedures for transferring shares
10. Pre-emptive Rights: First right of refusal for existing shareholders
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Confidentiality: Protection of company and shareholder confidential information
13. Term and Termination: Duration of agreement and circumstances for termination
14. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Tag-Along Rights: Used when minority shareholders should have the right to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Used when majority shareholders should have the right to force minority shareholders to join in the sale of shares
3. Anti-Dilution Provisions: Include when protecting shareholders from equity dilution is important
4. Deadlock Resolution: Needed for companies with equal shareholding or voting rights
5. Dividend Policy: Include when specific dividend distribution rules are required
6. Put and Call Options: Used when shareholders want predetermined exit mechanisms
7. Non-Compete and Non-Solicitation: Include when shareholders could potentially compete with the company
8. Family Succession Rights: Important for family-owned businesses
9. Foreign Ownership Provisions: Required when foreign shareholders are involved
1. Schedule 1 - Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values
2. Schedule 2 - Shareholder Details: Complete information about each shareholder including contact details
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
5. Schedule 5 - Business Plan: Initial business plan and strategy
6. Appendix A - Share Certificate Template: Standard form for share certificates
7. Appendix B - Board Resolution Templates: Standard forms for common board resolutions
8. Appendix C - Transfer Notice Form: Standard form for notifying intent to transfer shares
Authors
ASIC
Board
Business
Business Day
Call Option
Company
Confidential Information
Corporations Act
Deed of Accession
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Expert
Insolvency Event
Material Change
Member
New Securities
Officer
Ordinary Shares
Party/Parties
Permitted Transfer
Pre-emptive Rights
Put Option
Related Body Corporate
Related Party
Reserved Matters
Share Capital
Shareholder
Share Transfer Notice
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transmission Event
Valuation Date
Voting Rights
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Voting Rights
Board Composition
Management Rights
Reserved Matters
Decision Making
Dividend Rights
Information Rights
Anti-dilution
Put and Call Options
Valuation
Default
Deadlock Resolution
Dispute Resolution
Confidentiality
Non-compete
Non-solicitation
Termination
Exit Rights
Representations and Warranties
Indemnification
Assignment
Amendment
Governing Law
Notices
Force Majeure
Entire Agreement
Severability
Professional Services
Technology
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Mining and Resources
Agriculture
Construction
Family Business
Start-ups and Scale-ups
Small and Medium Enterprises
Legal
Corporate Governance
Board Secretariat
Finance
Compliance
Executive Leadership
Investor Relations
Risk Management
Chief Executive Officer
Managing Director
Company Director
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Corporate Governance Officer
Compliance Manager
Board Member
Shareholder Relations Manager
Investment Manager
Business Development Director
Finance Director
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