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Company Shareholder Agreement

Company Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

Company Shareholder Agreement

"I need a Company Shareholder Agreement for our Berlin-based technology startup, which will have four founding shareholders and two venture capital investors, with specific provisions for future funding rounds and an IPO exit strategy planned for 2025."

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Document background
The Company Shareholder Agreement is a fundamental document used when establishing or modifying the relationship between shareholders in a German company. It is particularly crucial when setting up new companies, bringing in new investors, or reorganizing existing shareholder structures. The agreement must comply with German corporate law, specifically the GmbH Act or Stock Corporation Act, depending on the company form. It typically includes provisions for share transfers, voting rights, management appointments, profit distribution, and dispute resolution mechanisms. This document is essential for protecting shareholder interests while ensuring efficient company operation and governance. It serves as a crucial tool for preventing and resolving potential conflicts between shareholders while maintaining compliance with German legal requirements and business practices.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including full legal names, registration details, and addresses

2. Background: Context of the agreement, company information, and purpose of entering into the shareholder agreement

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

4. Share Capital and Shareholders: Details of share capital structure, classes of shares, and current shareholding percentages

5. Management and Corporate Governance: Rules for appointment of management, supervisory board (if applicable), and decision-making processes

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements

7. Transfer Restrictions: Limitations on share transfers, right of first refusal, and permitted transfers

8. Pre-emption Rights: Process for existing shareholders to purchase shares before they can be sold to third parties

9. Tag-Along and Drag-Along Rights: Mechanisms for minority protection and majority exit rights

10. Dividend Policy: Rules governing profit distribution and dividend declarations

11. Information Rights: Shareholders' rights to company information and financial reports

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Dispute Resolution: Procedures for resolving conflicts, including jurisdiction and applicable law

15. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issuances

2. Intellectual Property Rights: Specific provisions for companies with significant IP assets

3. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or poaching employees

4. Dead-Lock Resolution: Specific procedures for resolving management deadlocks, particularly important for 50/50 joint ventures

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

6. Employee Share Ownership: Provisions for employee share schemes and related rights

7. Strategic Investors: Special rights or obligations for strategic investors

8. Exit Strategy: Detailed procedures for company sale, IPO, or other exit events

9. Supervisory Board: Required for AGs and optional for GmbHs, detailing composition and powers

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current directors

2. Schedule 2: Initial Shareholding Structure: List of all shareholders and their respective shareholdings

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Business Plan: Initial business plan and strategy of the company

5. Schedule 5: Share Valuation Methodology: Agreed method for valuing shares for transfer purposes

6. Schedule 6: Deed of Adherence: Template for new shareholders to join the agreement

7. Schedule 7: Company's Articles of Association: Current articles of association (Gesellschaftsvertrag/Satzung)

8. Schedule 8: Management Structure: Organizational chart and management responsibilities

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Company
Competing Business
Completion
Confidential Information
Control
Deed of Adherence
Default Event
Director
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Founding Shareholders
General Meeting
Geschäftsführer
Gesellschafterversammlung
Good Leaver
Group
Independent Expert
Initial Business Plan
Intellectual Property Rights
Investment Agreement
Investors
IPO
Management Board
Material Breach
New Securities
Non-Selling Shareholders
Ordinary Resolution
Parties
Permitted Transfer
Pre-emption Notice
Pre-emption Rights
Put Option
Qualified IPO
Related Party Transaction
Reserved Matters
Resolution
ROFR Notice
Sale Shares
Selling Shareholder
Share Capital
Shareholder Loan
Shareholders
Shares
Special Resolution
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Voting Rights
Clauses
Interpretation
Share Capital and Shareholdings
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Management and Control
Shareholders' Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution Protection
Share Valuation
Put and Call Options
Deadlock Resolution
Exit Provisions
Default
Termination
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Further Assurance
Waiver
Third Party Rights
Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Media and Entertainment

Biotechnology

Construction

Transportation and Logistics

Education

Agriculture

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Development

Investor Relations

Risk Management

Corporate Secretary Office

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Legal Director

Investment Manager

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Company Secretary

Investment Director

Private Equity Manager

Venture Capital Manager

Corporate Attorney

Finance Director

Risk Manager

Industries
German Commercial Code (Handelsgesetzbuch - HGB): Primary legislation governing commercial relationships and business operations in Germany, including basic principles of commercial law and accounting requirements
Limited Liability Companies Act (GmbH-Gesetz): Specific regulations for GmbH companies, including formation, capital requirements, shareholder rights and obligations, and corporate governance
Stock Corporation Act (Aktiengesetz - AktG): Regulations for stock corporations (AG), relevant if the company is or might become an AG, covering shareholder rights and corporate governance
German Civil Code (Bürgerliches Gesetzbuch - BGB): Fundamental principles of civil law, contract formation, and general obligations law that apply to shareholder agreements
Corporate Income Tax Act (Körperschaftsteuergesetz - KStG): Tax regulations affecting corporations and their shareholders, including profit distribution and taxation of dividends
German Competition Act (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Regulations on competition law and antitrust provisions that might affect shareholder agreements, especially regarding market concentration
Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Relevant for public companies or when dealing with tradeable shares, covering insider trading and disclosure requirements
German Transformation Act (Umwandlungsgesetz - UmwG): Regulations governing corporate transformations, mergers, and restructuring that might need to be addressed in shareholder agreements
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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