Memorandum Of Understanding Shareholders Agreement Template for Germany

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Key Requirements PROMPT example:

Memorandum Of Understanding Shareholders Agreement

"I need a Memorandum of Understanding Shareholders Agreement for my German technology startup, as we're planning to bring in three new venture capital investors by March 2025, with specific provisions for anti-dilution protection and future funding rounds."

Document background
The Memorandum of Understanding Shareholders Agreement is typically used in German corporate environments when parties need to establish preliminary understanding of shareholder relationships while maintaining flexibility for future negotiations. This document type is particularly valuable during corporate restructuring, new investor onboarding, or when establishing joint ventures under German law. It includes provisions for share ownership, voting rights, management structure, and key corporate governance elements, while adhering to German legal requirements. The document serves as a bridge between initial negotiations and a final shareholders' agreement, making it especially useful in complex transactions where parties need to document their intentions and basic agreements while working toward more detailed arrangements. It must comply with German corporate law principles, including the German Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz), depending on the company form.
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, including company history, purpose of the MoU, and current shareholding structure

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

4. Purpose and Scope: Detailed objectives of the MoU and its intended legal effect

5. Shareholding Structure: Current and proposed shareholding structure, including share classes and rights

6. Corporate Governance: Management structure, board composition, and decision-making processes

7. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

9. General Meeting Procedures: Rules for conducting shareholder meetings and voting procedures

10. Confidentiality: Obligations regarding confidential information and company secrets

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

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

13. Notices: Process for formal communications between parties

14. General Provisions: Miscellaneous legal provisions including severability and entire agreement clauses

Optional Sections

1. Dividend Policy: Include when specific dividend distribution arrangements need to be agreed upon

2. Tag-Along and Drag-Along Rights: Include for provisions regarding forced sale or right to join in sale of shares

3. Anti-Dilution Protection: Include when protecting against future share issuances that might dilute existing shareholdings

4. Deadlock Resolution: Include when equal shareholding exists or specific deadlock concerns need addressing

5. Non-Compete and Non-Solicitation: Include when restrictions on shareholders' competitive activities are required

6. Information Rights: Include when specific arrangements for information sharing beyond statutory requirements are needed

7. Future Funding Commitments: Include when shareholders agree to specific future capital contribution obligations

8. Exit Strategy: Include when parties want to agree on future exit possibilities or IPO plans

9. Intellectual Property Rights: Include when IP ownership or licensing between shareholders and company needs clarification

Suggested Schedules

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

2. Schedule 2 - Articles of Association: Copy or relevant excerpts of the company's articles of association

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

4. Schedule 4 - Business Plan: Initial or current business plan of the company

5. Schedule 5 - Deed of Adherence: Template for new shareholders to agree to the terms of the MoU

6. Schedule 6 - Corporate Structure Chart: Diagram showing corporate structure and relationships

7. Schedule 7 - Shareholder Details: Complete shareholder contact information and notice details

8. Schedule 8 - Key Performance Indicators: Agreed metrics for monitoring company performance

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 and Software

Manufacturing

Financial Services

Real Estate

Healthcare

Retail and Consumer Goods

Professional Services

Energy and Utilities

Media and Entertainment

Transportation and Logistics

Agriculture and Food Production

Construction and Infrastructure

Biotechnology

Environmental Services

Education and Training

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board Secretariat

Compliance

Corporate Development

Investor Relations

Risk Management

Strategy

Finance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Shareholder Relations Manager

Investment Director

Corporate Governance Officer

Legal Counsel

Business Development Director

Strategy Director

Company Secretary

Compliance Officer

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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