Unanimous Shareholder Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Unanimous Shareholder Agreement is a crucial document used when all shareholders of a company wish to establish clear, binding arrangements regarding company governance, management, and shareholder rights. This agreement is particularly relevant for private companies in Australia where shareholders want to establish more detailed governance arrangements than those provided by the company constitution alone. The document addresses key aspects such as share transfers, decision-making processes, dividend policies, and dispute resolution mechanisms, all while ensuring compliance with Australian corporate law. It's especially important for companies with multiple shareholders, venture capital investments, or family-owned businesses where clear governance structures are essential.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Professional Services

Manufacturing

Retail

Healthcare

Financial Services

Real Estate

Media and Entertainment

Agriculture

Mining and Resources

Construction

Education

Hospitality

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Finance

Compliance

Risk Management

Corporate Affairs

Investor Relations

Company Secretariat

Relevant Roles

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

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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