Universal Shareholders Agreement Template for Australia

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Key Requirements PROMPT example:

Universal Shareholders Agreement

"I need a Universal Shareholders Agreement for my Australian tech startup that's planning to bring in venture capital investors in March 2025, with specific focus on anti-dilution protection and future funding rounds."

Document background
The Universal Shareholders Agreement is a fundamental document for any Australian company with multiple shareholders, serving as the cornerstone of shareholder relations and corporate governance. This agreement becomes essential when a company has or anticipates having multiple shareholders, particularly in situations involving startup companies, family businesses, joint ventures, or investment arrangements. The document comprehensively addresses share ownership, transfer mechanisms, management rights, dividend policies, and dispute resolution procedures, all while ensuring compliance with Australian corporate law, particularly the Corporations Act 2001. A Universal Shareholders Agreement is typically implemented either at company formation or when new shareholders join, and it's designed to evolve with the company through various stages of growth, from private ownership to potential public listing.
Suggested Sections

1. Parties: Identification of all shareholders and the company

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

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

4. Share Capital Structure: Details of share classes, rights, and current ownership

5. Shareholders' Rights and Obligations: Core rights and duties of shareholders

6. Management and Control: Board composition, appointment rights, and decision-making processes

7. Share Transfer Restrictions: Rules governing the transfer of shares including pre-emptive rights

8. Tag Along and Drag Along Rights: Provisions for minority protection and majority exit rights

9. Dividend Policy: Framework for dividend declarations and distributions

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

11. Default Events: Consequences of shareholder breaches or insolvency

12. Dispute Resolution: Procedures for handling disputes between shareholders

13. Confidentiality: Protection of company and shareholder confidential information

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. Anti-dilution Protection: Protection for existing shareholders against value dilution, typically included for companies planning future capital raises

2. Employee Share Scheme: Framework for issuing shares to employees, needed if company plans to implement such schemes

3. IPO Provisions: Procedures and obligations in case of public listing, included for companies considering future IPO

4. Put and Call Options: Rights to force purchase/sale of shares in specific circumstances, useful for strategic investors

5. Competitor Restrictions: Restrictions on transfers to competitors, important in sensitive industries

6. Special Rights for Majority Shareholders: Additional rights for shareholders above certain thresholds, relevant for concentrated ownership

7. Foreign Investment Provisions: Special provisions for foreign shareholders, required when foreign investors are involved

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current share ownership and classes

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

3. Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Company Constitution: Current constitution of the company

5. Valuation Methodology: Agreed method for share valuation in transfers

6. Board Charter: Detailed governance procedures and board operations

7. Key Business Metrics: Important performance indicators and targets

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

Manufacturing

Professional Services

Retail

Healthcare

Mining

Agriculture

Financial Services

Real Estate

Construction

Education

Transport and Logistics

Energy and Utilities

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Finance

Compliance

Corporate Affairs

Investment

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Company Director

Chief Financial Officer

General Counsel

Legal Counsel

Company Secretary

Corporate Lawyer

Investment Manager

Business Development Manager

Compliance Officer

Board Member

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

Private Equity Manager

Venture Capital 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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