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New Shareholder Agreement

New Shareholder Agreement Template for Australia

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholders Agreement for my technology startup with three co-founders, where we want to include specific provisions for future funding rounds and protect our intellectual property rights, with particular emphasis on anti-dilution protections for the founding team."

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Document background
A New Shareholders Agreement is a vital legal document used when establishing or updating the governance framework for companies with multiple shareholders in Australia. It becomes particularly important when new shareholders are joining a company, during company formation, or when existing shareholders wish to formally document their rights and obligations. The agreement, governed by Australian law and compliant with the Corporations Act 2001, typically includes provisions for share transfers, voting rights, dividend policies, management decisions, dispute resolution, and exit mechanisms. This document is essential for protecting shareholder interests, preventing potential conflicts, and ensuring smooth company operations, while also addressing specific requirements of Australian corporate governance and regulatory frameworks.
Suggested Sections

1. Parties: Identifies all shareholders and the company as parties to the agreement

2. Background: Sets out the context of the agreement, including company details and purpose

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contributions

5. Share Capital and Issues: Details about share structure, classes, and procedures for new issues

6. Transfer of Shares: Procedures and restrictions for transferring shares, including pre-emptive rights

7. Company Management: Governance structure, board composition, and decision-making processes

8. Shareholders Meetings: Procedures for calling and conducting shareholder meetings

9. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

10. Dividend Policy: Framework for determining and distributing dividends

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving disputes between shareholders

13. Termination: Circumstances and procedures for terminating the agreement

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag Along Rights: Rights of minority shareholders to join in sale of majority stake

2. Drag Along Rights: Rights of majority shareholders to force minorities to join in sale

3. Dead Lock Resolution: Specific procedures for resolving deadlock situations in 50/50 ownership structures

4. Put and Call Options: Rights to force purchase/sale of shares in specific circumstances

5. Non-Compete Provisions: Restrictions on shareholders competing with the company

6. Employee Shareholders: Special provisions for shareholders who are also employees

7. Intellectual Property Rights: Specific provisions dealing with IP ownership and licensing

8. Good Leaver/Bad Leaver: Provisions dealing with share disposal when shareholder-employees leave

9. Future Funding Obligations: Commitments and procedures for future capital raising

10. Minority Protection Rights: Additional protections for minority shareholders

Suggested Schedules

1. Schedule 1: Company Details: Details of the company including ACN, registered office, and share capital structure

2. Schedule 2: Shareholder Details: List of shareholders with their shareholdings and contact details

3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval

4. Schedule 4: Share Transfer Process: Detailed procedures and timeframes for share transfers

5. Schedule 5: Deed of Accession: Template deed for new shareholders joining the agreement

6. Schedule 6: Valuation Methodology: Agreed method for valuing shares in various circumstances

7. Schedule 7: Business Plan: Initial business plan and procedures for updates

8. Appendix A: Share Certificate Template: Template for company share certificates

9. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Interpretative
Operative
Share Capital
Share Transfer
Pre-emptive Rights
Tag Along
Drag Along
Put and Call Options
Management
Decision Making
Reserved Matters
Board Composition
Shareholders Meetings
Information Rights
Dividend Policy
Future Funding
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Default
Deadlock
Dispute Resolution
Exit Mechanisms
Good/Bad Leaver
Valuation
Warranties
Indemnification
Amendment
Assignment
Severability
Notices
Governing Law
Entire Agreement
Force Majeure
Termination
Relevant Industries

Technology

Professional Services

Manufacturing

Retail

Healthcare

Financial Services

Real Estate

Construction

Agriculture

Mining

Energy

Media and Entertainment

Education

Transport and Logistics

Hospitality

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Finance

Compliance

Corporate Affairs

Risk Management

Company Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Managing Director

Board Member

Compliance Officer

Investment Manager

Corporate Governance Manager

Business Development Manager

Shareholder Relations Manager

Risk Manager

Industries
Corporations Act 2001 (Cth): Primary federal legislation governing company operations, shareholder rights, director duties, and corporate governance in Australia
Competition and Consumer Act 2010 (Cth): Relevant for provisions affecting competitive behavior and consumer protection, particularly important for restraint of trade clauses in shareholder agreements
Income Tax Assessment Act 1997 (Cth): Covers tax implications of share transfers, dividend distributions, and other shareholder-related transactions
Foreign Acquisitions and Takeovers Act 1975 (Cth): Relevant if any shareholders are foreign investors, governing foreign investment review requirements
State Fair Trading Acts: State-specific legislation governing fair trading practices and business conduct that may affect shareholder relationships
Personal Property Securities Act 2009 (Cth): Relevant for securing interests in shares and other company assets
Duties Act (State-specific): State legislation governing stamp duty on share transfers and other transactions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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