Preference Share Agreement Template for Australia

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Key Requirements PROMPT example:

Preference Share Agreement

"I need a Preference Share Agreement for my Australian tech startup to issue cumulative preference shares to a venture capital investor, with an 8% annual dividend rate, conversion rights after 3 years, and anti-dilution protection for a planned Series B funding round in March 2025."

Document background
A Preference Share Agreement is essential when a company seeks to raise capital by issuing shares with preferential rights while maintaining existing control structures. This document is commonly used in Australia for various corporate purposes, including growth capital raising, strategic investments, and corporate restructuring. The agreement must comply with Australian corporate law, particularly the Corporations Act 2001, and typically includes detailed provisions on dividend rights, capital rights, voting rights, and redemption terms. It's particularly useful for companies wanting to attract investors by offering preferential financial returns without necessarily granting full voting rights or when implementing complex capital structures. The document needs to address specific Australian regulatory requirements, tax implications, and market practices while protecting both the issuing company's and investors' interests.
Suggested Sections

1. Parties: Identifies the company issuing the preference shares and the preference shareholder(s)

2. Background: Explains the context and purpose of the preference share issue

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

4. Issue of Preference Shares: Details the number, class and issue price of preference shares

5. Dividend Rights: Specifies dividend rate, payment dates, calculation methods, and dividend priority

6. Voting Rights: Outlines the voting rights attached to the preference shares

7. Capital Rights: Describes rights on return of capital and ranking in liquidation

8. Conversion Rights: Details if and how preference shares can be converted to ordinary shares

9. Redemption Rights: Specifies circumstances and process for redemption of preference shares

10. Transfer Restrictions: Sets out any limitations on transferring the preference shares

11. Representations and Warranties: Standard company and shareholder representations

12. General Provisions: Includes standard legal provisions like notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Include when preference shareholders need protection against dilution from new share issues

2. Tag-Along Rights: Include when preference shareholders should have the right to join in sales by majority shareholders

3. Drag-Along Rights: Include when majority shareholders need the right to force preference shareholders to join in a sale

4. Information Rights: Include when preference shareholders require specific information access rights

5. Board Appointment Rights: Include when preference shareholders have the right to appoint directors

6. Participation Rights: Include when preference shareholders have rights to participate in future funding rounds

7. Change of Control Provisions: Include when specific rights or obligations arise on a change of control

8. Foreign Investment Provisions: Include when preference shares are issued to foreign investors

Suggested Schedules

1. Share Certificate: Form of share certificate for the preference shares

2. Subscription Details: Details of subscribers, number of shares, and subscription amounts

3. Company Constitution Amendments: Required amendments to the company constitution

4. Dividend Calculation Methods: Detailed formula and examples for calculating dividends

5. Transfer Notice: Form of notice for transferring preference shares

6. Conversion Notice: Form of notice for converting preference shares

7. Redemption Notice: Form of notice for redeeming preference shares

8. Regulatory Approvals: Copies of required regulatory approvals or confirmations

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

Relevant legal definitions
Relevant Industries

Financial Services

Technology

Real Estate

Infrastructure

Healthcare

Manufacturing

Mining and Resources

Renewable Energy

Retail

Telecommunications

Professional Services

Biotechnology

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Executive Management

Board of Directors

Compliance

Treasury

Risk Management

Company Secretariat

Investment

Tax

Relevant Roles

Chief Financial Officer

Chief Executive Officer

Company Secretary

Corporate Lawyer

Investment Manager

Finance Director

Corporate Treasurer

Board Director

Investment Banker

Financial Controller

Legal Counsel

Compliance Officer

Investment Analyst

Corporate Development Manager

Risk Manager

Industries
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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