Share Subscription And Shareholders Agreement Template for Australia

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Key Requirements PROMPT example:

Share Subscription And Shareholders Agreement

"I need a Share Subscription and Shareholders Agreement for my Australian technology startup to bring in two angel investors who will collectively invest AUD 500,000 for a 20% stake, with completion planned for March 2025 and including standard minority investor protections."

Document background
The Share Subscription And Shareholders Agreement is a fundamental document used in Australian corporate transactions when a company is issuing new shares to investors while simultaneously establishing the framework for shareholder relationships. This agreement is particularly crucial for private companies raising capital, whether through seed funding, series funding rounds, or private equity investment. It serves dual purposes: facilitating the subscription of new shares and governing the ongoing relationship between shareholders. The document typically becomes relevant during investment rounds, company restructuring, or when bringing in strategic investors. It must comply with Australian corporate law requirements, particularly the Corporations Act 2001, and includes essential provisions for share issuance, corporate governance, shareholder rights, and exit mechanisms. The agreement is designed to protect both the company's and shareholders' interests while providing a clear framework for future operations and potential exits.
Suggested Sections

1. Parties: Identification of all parties including the company, existing shareholders, and new investors

2. Background: Context of the transaction, company status, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Share Subscription: Details of shares being issued, subscription price, and payment terms

5. Completion: Conditions precedent, completion obligations, and timing

6. Warranties and Representations: Company and shareholder warranties regarding the business and shares

7. Board Composition: Structure of the board, appointment rights, and voting mechanisms

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

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

10. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

11. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions

12. Dividend Policy: Framework for declaration and payment of dividends

13. Confidentiality: Protection of company and shareholder confidential information

14. Dispute Resolution: Process for resolving disputes between shareholders

15. Term and Termination: Duration of the agreement and termination provisions

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

Optional Sections

1. Anti-Dilution Rights: Protection for investors against future share issues at lower valuations

2. Preferred Rights: Special rights attached to preferred shares if applicable

3. Employee Share Scheme: Framework for issuing shares to employees if relevant

4. IPO Rights: Provisions governing potential future public listing

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

6. Non-Compete and Non-Solicit: Restrictions on competitive activities by shareholders

7. Multiple Closing Provisions: For transactions with multiple investment tranches

8. Foreign Investment Provisions: Special provisions for foreign investors if applicable

9. Management Rights: Special rights for shareholders involved in management

Suggested Schedules

1. Share Capital Table: Current and post-completion shareholding structure

2. Subscription Details: Detailed breakdown of share subscription amounts and payment terms

3. Company Information: Key company details including registration information and officers

4. Form of Deed of Accession: Template for new shareholders to join the agreement

5. Reserved Matters List: Comprehensive list of matters requiring special approval

6. Business Plan: Current business plan and financial projections

7. Company Warranties: Detailed warranties about the company's business and affairs

8. Key Management Contracts: Summary or copies of key management agreements

9. Completion Obligations Checklist: List of actions required for completion of the subscription

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
Clauses
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

Mining and Resources

Retail

Professional Services

Agriculture

Renewable Energy

E-commerce

Biotechnology

Education

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretariat

Risk Management

Strategy

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Investment Manager

Managing Director

Board Director

General Counsel

Investment Analyst

Corporate Advisory Manager

Venture Capital Associate

Private Equity Manager

Business Development Director

Finance Director

Compliance Officer

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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