Venture Capital Shareholders Agreement Template for Australia

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Key Requirements PROMPT example:

Venture Capital Shareholders Agreement

"I need a Venture Capital Shareholders Agreement for my Australian fintech startup receiving a Series A investment of $5M from two VC firms in March 2025, with specific provisions for founder vesting and an ESOP pool of 10%."

Document background
The Venture Capital Shareholders Agreement is a crucial document used when a company receives venture capital investment in Australia. It serves as the primary governing document that regulates the relationship between the company, its founders, existing shareholders, and new venture capital investors. This agreement is particularly important in the Australian context as it must comply with specific requirements under the Corporations Act 2001, the Venture Capital Act 2002, and other relevant Australian legislation. The document typically comes into play during Series A or later funding rounds, when professional investors take a significant stake in the company. It includes comprehensive provisions for corporate governance, share rights, investment protection mechanisms, and exit strategies, all tailored to meet Australian regulatory requirements and market practices. The agreement is designed to balance the interests of all parties while providing the necessary framework for the company's growth and potential future investment rounds.
Suggested Sections

1. Parties: Identification of all parties including the Company, Founders, Investors, and any other shareholders

2. Background: Context of the agreement, including company history and purpose of the investment

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Subscription and Completion: Details of share subscription, payment terms, and completion mechanics

5. Warranties and Representations: Warranties given by the Company, Founders, and other shareholders

6. Corporate Governance: Board composition, appointment rights, voting requirements, and meeting procedures

7. Reserved Matters: List of decisions requiring special majority or investor consent

8. Share Capital and Transfer Restrictions: Share structure, classes of shares, and restrictions on transfer

9. Pre-emptive Rights: Rights of first refusal on new share issues and share transfers

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

11. Anti-Dilution Protection: Provisions protecting investors from dilution in down-rounds

12. Information Rights: Obligations to provide financial and operational information to shareholders

13. Confidentiality: Provisions regarding confidential information and public announcements

14. Exit Provisions: Mechanisms for IPO, trade sale, or other exit events

15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Founder Vesting: Used when founders' shares are subject to vesting conditions or reverse vesting

2. Employee Share Option Plan: Include when the company has or plans to implement an ESOP

3. Strategic Investor Rights: Special rights for strategic investors, such as first right to supply or distribution rights

4. Multiple Classes of Shares: Detailed rights attached to different share classes when multiple share classes exist

5. Preferred Share Terms: Specific terms for preferred shares if the investment involves preferred stock

6. International Provisions: Additional provisions for cross-border investments or foreign investors

7. Put and Call Options: Optional share purchase mechanisms for specific circumstances

8. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee poaching

Suggested Schedules

1. Capital Structure: Detailed breakdown of shareholding and share classes

2. Completion Obligations: Checklist of documents and actions required for completion

3. Company Warranties: Comprehensive list of company warranties

4. Founder Warranties: Specific warranties given by founders

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

6. Business Plan: Current business plan and financial projections

7. Key Personnel: Details of key employees and their terms of employment

8. IP Register: List of company intellectual property

9. Form of Deed of Accession: Template for new shareholders joining the agreement

10. ESOP Terms: Details of employee share option plan if applicable

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

Biotechnology

Financial Services

Healthcare

Clean Energy

Software

E-commerce

Advanced Manufacturing

Medical Devices

Artificial Intelligence

Telecommunications

Digital Media

AgTech

FinTech

EdTech

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Board of Directors

Executive Leadership

Investment

Corporate Governance

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Investment Manager

Venture Capital Partner

Managing Director

Board Director

Corporate Lawyer

Investment Associate

Compliance Officer

Chief Operating Officer

Startup Founder

Portfolio 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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