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Startup Shareholder Agreement

Startup Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my Berlin-based fintech startup that's bringing in a Series A venture capital investor in March 2025, with specific provisions for anti-dilution protection and board representation for the new investor who's acquiring 25% of shares."

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Document background
The Startup Shareholder Agreement is a foundational document used when establishing or restructuring ownership relationships in German startup companies. It becomes necessary when a startup is incorporating, bringing in new investors, or formalizing relationships between existing shareholders. The agreement must comply with German corporate law, particularly the GmbH-Gesetz, while addressing startup-specific concerns such as growth provisions, future financing rounds, and exit strategies. This document typically includes detailed provisions on share transfers, anti-dilution protection, voting rights, board composition, and information rights, making it essential for both early-stage startups and those preparing for growth phases. The agreement serves as a crucial governance tool that helps prevent future disputes and provides clarity on shareholder rights and obligations.
Suggested Sections

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

2. Background: Context of the agreement, including company formation details, share capital structure, and purpose of the agreement

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

4. Share Capital and Shareholdings: Details of the company's share capital structure, classes of shares, and current shareholdings

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

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

7. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights

8. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future financing rounds

9. Exit Provisions: Rules governing company sale, IPO, or other exit scenarios

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Competition and Non-Solicitation: Restrictions on competitive activities and hiring of company employees

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

13. General Provisions: Standard clauses including governing law, jurisdiction, and amendments

Optional Sections

1. Founder Vesting: Vesting schedule for founder shares, typically included when there are active founders

2. Employee Share Option Pool (ESOP): Structure and terms of employee share participation program

3. Preferred Shareholder Rights: Special rights for preferred shareholders, included when there are venture capital investors

4. Board Representation: Rights of shareholders to appoint board members, relevant for larger startups with formal board structure

5. Information Rights: Specific reporting and information access rights for certain shareholders

6. IP Assignment: Provisions regarding intellectual property rights, particularly important for technology startups

7. Dead Lock Resolution: Procedures for resolving shareholder disputes, important for equal shareholdings

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

9. Liquidation Preference: Priority rights in case of liquidation, typically for venture capital investors

Suggested Schedules

1. Schedule 1: Cap Table: Detailed breakdown of shareholdings and share classes

2. Schedule 2: Business Plan: Current business plan and financial projections

3. Schedule 3: Founder Details: Information about founders including commitments and responsibilities

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

5. Schedule 5: Share Valuation Methodology: Agreed methods for share valuation in various scenarios

6. Schedule 6: Company IP Portfolio: List of company's intellectual property assets

7. Schedule 7: ESOP Terms: Detailed terms of the employee share option program if applicable

8. Appendix A: Articles of Association: Current articles of association of the company

9. Appendix B: Shareholders' Resolution Templates: Standard forms for shareholder resolutions

10. Appendix C: Share Transfer Forms: Template documents for executing share transfers

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
Affiliate
Articles of Association (Gesellschaftsvertrag)
Bad Leaver
Board of Directors (Geschäftsführung)
Business Day
Business Plan
Call Option
Change of Control
Closing
Company (Gesellschaft)
Competitor
Confidential Information
Control
Deed of Adherence
Dilution
Drag-Along Right
Encumbrance
Exit Event
Fair Market Value
Financial Year
Founding Shareholders
Good Leaver
Group
Intellectual Property Rights
Investment Agreement
Investor Majority
IPO (Initial Public Offering)
Liquidation Event
Liquidation Preference
Management Board
Material Breach
New Securities
Ordinary Course of Business
Permitted Transfer
Pre-emption Rights
Preferred Shares
Put Option
Qualified IPO
Related Party
Reserved Matters
Right of First Refusal
Share Capital (Stammkapital)
Share Transfer
Shareholder Loan
Shareholders' Meeting (Gesellschafterversammlung)
Shares
Subsidiary
Supervisory Board (Aufsichtsrat)
Tag-Along Right
Transfer
Valuation
Vesting Period
Voting Rights
Clauses
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Voting Rights
Reserved Matters
Management Rights
Board Composition
Information Rights
Dividend Rights
Exit Provisions
Liquidation Preferences
Confidentiality
Non-Competition
Non-Solicitation
Founder Commitments
Employee Share Options
Put and Call Options
Deadlock Resolution
Default
Termination
Amendment
Assignment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Good Leaver/Bad Leaver
Representations and Warranties
Investment Protection
Future Funding Rounds
Share Valuation
Reporting Obligations
Corporate Governance
Vesting Provisions
IPO Rights
Relevant Industries

Technology

E-commerce

Fintech

Healthcare

Biotech

Software Development

Artificial Intelligence

Clean Energy

Digital Media

Manufacturing

Logistics

Consumer Products

Education Technology

Internet of Things

Cybersecurity

Mobility

Food Tech

Real Estate Tech

Insurance Tech

Blockchain

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Compliance

Investment

Business Development

Board of Directors

Company Secretariat

Risk Management

Relevant Roles

CEO

Founder

Co-founder

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Chief Financial Officer

Business Development Director

Company Secretary

Compliance Officer

Legal Counsel

Managing Director

Board Member

Investment Director

Startup Attorney

Corporate Development Manager

Angel Investor

Private Equity Manager

Industries
GmbH-Gesetz (Limited Liability Companies Act): Primary legislation governing German limited liability companies, covering company formation, shareholder rights, transfer of shares, and corporate governance
Bürgerliches Gesetzbuch (BGB): German Civil Code providing the fundamental principles of contract law, including formation, interpretation, and enforcement of agreements
Handelsgesetzbuch (HGB): German Commercial Code governing commercial relationships and business operations
Aktiengesetz (AktG): Stock Corporation Act - relevant if the startup plans to convert to an AG or for provisions regarding corporate governance
Umwandlungsgesetz (UmwG): Transformation Act governing corporate restructuring, mergers, and conversions between legal forms
Kapitalanlagegesetzbuch (KAGB): Investment Code relevant for venture capital and investment regulations
EU Regulation 2017/1129: Prospectus Regulation affecting securities offerings and investor information requirements
Wertpapierhandelsgesetz (WpHG): Securities Trading Act relevant for any future public offerings or trading of company shares
Bundesdatenschutzgesetz (BDSG): Federal Data Protection Act important for shareholder data handling and privacy provisions
Gesetz gegen Wettbewerbsbeschränkungen (GWB): Act Against Restraints of Competition relevant for anti-trust considerations 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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