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Unanimous Shareholder Agreement
"I need a Unanimous Shareholder Agreement for my Australian technology startup with 4 co-founders and 2 venture capital investors, including specific provisions for future funding rounds and tag-along rights, to be implemented by March 2025."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, company details, and purpose
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Shareholder Rights and Obligations: Details core rights and responsibilities of shareholders
5. Share Capital and Certificates: Describes share structure, classes, and certification requirements
6. Management and Decision Making: Outlines governance structure and decision-making processes
7. Board of Directors: Details board composition, appointment process, and powers
8. Meetings and Resolutions: Procedures for shareholder and board meetings
9. Transfer of Shares: Rules and restrictions regarding share transfers
10. Pre-emptive Rights: Process for existing shareholders' right of first refusal on share transfers
11. Dividend Policy: Framework for dividend declarations and distributions
12. Confidentiality: Obligations regarding company and shareholder information
13. Dispute Resolution: Procedures for handling disagreements between shareholders
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Used when shareholders want the right to join in sale of shares by other shareholders
2. Drag-Along Rights: Included when majority shareholders want the right to force minorities to join in a sale
3. Anti-dilution Provisions: Added when protecting shareholders from equity dilution is important
4. Share Vesting Provisions: Used when shares are allocated to employees or founders with vesting conditions
5. Non-Compete and Non-Solicitation: Added when restrictions on competitive activities are required
6. Dead Lock Resolution: Important for companies with equal shareholding splits
7. Put and Call Options: Included when shareholders want specific share purchase rights
8. External Funding Provisions: Used when future capital raising is anticipated
9. Related Party Transactions: Added when dealing with shareholder business relationships
10. Intellectual Property Rights: Important when IP is a significant company asset
1. Schedule 1 - Share Capital Table: Details of current shareholding structure and share classes
2. Schedule 2 - Company Details: Full corporate information including ACN, registered office, etc.
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Tag and Drag Terms: Detailed procedures for tag-along and drag-along rights
5. Schedule 5 - Deed of Accession: Template for new shareholders to join the agreement
6. Schedule 6 - Valuation Methodology: Agreed methods for share valuation
7. Schedule 7 - Business Plan: Initial business plan and strategic objectives
8. Appendix A - Share Certificate Template: Standard form for share certificates
9. Appendix B - Board Resolution Templates: Standard forms for common board resolutions
Authors
Affiliate
Annual Budget
Board
Business
Business Day
Business Plan
Call Option
CEO
Chair
Company
Competing Business
Completion
Confidential Information
Constitution
Control
Deed
Director
Dispose
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Force Majeure Event
Group
Independent Expert
Insolvency Event
Intellectual Property Rights
Legal Representative
Majority Shareholders
Material Adverse Change
New Securities
Officer
Ordinary Shares
Party/Parties
Permitted Transfer
Pre-emptive Rights
Put Option
Related Body Corporate
Related Party
Reserved Matters
Resolution
ROFR Notice
Share Capital
Shareholders
Shareholders Meeting
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Valuation Date
Voting Rights
Definitions
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Dispute Resolution
Deadlock Resolution
Exit Provisions
Put and Call Options
Share Valuation
Financial Matters
Related Party Transactions
Intellectual Property
Representations and Warranties
Default
Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Future Share Issues
Accession
Force Majeure
Indemnification
Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Media and Entertainment
Agriculture
Mining and Resources
Construction
Education
Hospitality
Transport and Logistics
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Risk Management
Corporate Affairs
Investor Relations
Company Secretariat
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Investment Director
Board Director
Chairman
Chief Operating Officer
Compliance Officer
Corporate Governance Manager
Investor Relations Manager
Risk Manager
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