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Corporation Shareholder Agreement

Corporation Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

Corporation Shareholder Agreement

"I need a Corporation Shareholder Agreement for a German technology startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and an IPO target by March 2025."

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Document background
The Corporation Shareholder Agreement serves as a foundational document for German corporations (Aktiengesellschaft) establishing the framework for shareholder relationships and corporate governance. It is typically implemented during company formation, significant ownership changes, or corporate restructuring, and must comply with German corporate law, particularly the Aktiengesetz (AktG) and related regulations. The agreement addresses crucial aspects such as share transfer mechanisms, voting rights, profit distribution, and management oversight, while providing protective measures for both majority and minority shareholders. It's essential for maintaining clear corporate structure, preventing potential conflicts, and ensuring smooth operation of the business while adhering to German legal requirements and corporate governance standards.
Suggested Sections

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

2. Background: Context of the agreement, corporate history, and purpose of entering into the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Capital and Shareholdings: Details of the corporation's share capital structure, classes of shares, and current shareholding distribution

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

6. Shareholder Meetings: Procedures for convening and conducting shareholder meetings, voting rights, and quorum requirements

7. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal and approval requirements

8. Profit Distribution and Dividends: Rules governing the distribution of profits, dividend policy, and reinvestment requirements

9. Reporting and Information Rights: Shareholders' rights to financial information and corporate records

10. Confidentiality: Obligations regarding confidential information and trade secrets

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

12. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

13. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

3. Anti-Dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances

4. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making

5. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances

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

7. Non-Competition and Non-Solicitation: Restrictions on shareholders' competitive activities

8. Employee Share Ownership: Provisions regarding employee share schemes and related rights

9. IPO Provisions: Rules governing potential future public offerings

10. Special Veto Rights: Special voting or veto rights for specific shareholders or share classes

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current shareholders and their shareholdings

2. Articles of Association: Current version of the corporation's articles of association

3. Share Valuation Methodology: Agreed methods for calculating share values for transfer purposes

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

5. Business Plan: Current business plan and strategic objectives

6. Key Performance Indicators: Agreed KPIs for monitoring corporate performance

7. Management Structure: Organizational chart and management responsibilities

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

9. Share Transfer Notice: Template for share transfer notifications

10. Company Intellectual Property: List of key intellectual property owned by the corporation

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
Aktiengesellschaft
Articles of Association
Business Day
Business Plan
Call Option
Change of Control
Confidential Information
Deed of Adherence
Defaulting Shareholder
Drag-Along Notice
Drag-Along Rights
Encumbrance
Fair Market Value
Financial Year
General Meeting
Group
Independent Expert
Initial Public Offering
Management Board
Material Breach
Nominee
Ordinary Shares
Parties
Permitted Transfer
Preference Shares
Pre-emption Rights
Put Option
Qualified Majority
Related Party Transaction
Reserved Matters
Restricted Transfer
Share Capital
Share Transfer Notice
Shareholder
Shareholders' Resolution
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Rights
Transfer
Valuation Date
Vorstand
Aufsichtsrat
Voting Rights
Working Day
Clauses
Share Capital and Classes
Shareholding Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Voting Rights
Shareholder Meetings
Management Board Appointment
Supervisory Board Composition
Corporate Governance
Reserved Matters
Dividend Policy
Information Rights
Anti-dilution Protection
Deadlock Resolution
Non-Competition
Non-Solicitation
Confidentiality
Representations and Warranties
Share Valuation
Exit Rights
Default Events
Remedies
Term and Termination
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Transportation

Professional Services

Media and Entertainment

Telecommunications

Industrial

Consumer Goods

Life Sciences

Infrastructure

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Compliance

Risk Management

Corporate Development

Investor Relations

Company Secretariat

Business Development

Strategic Planning

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Chief Financial Officer

Corporate Governance Officer

Compliance Officer

Managing Director

Board Member

Shareholder Relations Manager

Investment Director

Corporate Development Manager

Legal Counsel

Finance Director

Company Secretary

Risk Manager

Corporate Attorney

Investment Manager

Business Development Director

Industries
Aktiengesetz (AktG): German Stock Corporation Act - Primary legislation governing stock corporations (AG), covering corporate structure, shareholder rights, corporate governance, and management responsibilities
Handelsgesetzbuch (HGB): German Commercial Code - Provides fundamental rules for commercial transactions and business operations, including accounting requirements and financial reporting
Bürgerliches Gesetzbuch (BGB): German Civil Code - Contains basic principles of contract law and legal transactions that apply to shareholder agreements
GmbH-Gesetz (GmbHG): Limited Liability Company Act - Relevant when dealing with GmbH corporations, particularly in mixed corporate structures or transformation scenarios
Körperschaftsteuergesetz (KStG): Corporate Income Tax Act - Governs taxation of corporations and impacts profit distribution arrangements between shareholders
Umwandlungsgesetz (UmwG): Transformation Act - Relevant for provisions regarding corporate restructuring, mergers, and changes in corporate form
Wertpapiererwerbs- und Übernahmegesetz (WpÜG): Securities Acquisition and Takeover Act - Important for regulations regarding share transfers and takeover provisions
Mitbestimmungsgesetz (MitbestG): Co-determination Act - Relevant for corporations with employee participation in supervisory boards
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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