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Universal Shareholders Agreement

Universal Shareholders Agreement Template for Germany

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Key Requirements PROMPT example:

Universal Shareholders Agreement

"I need a Universal Shareholders Agreement for our family-owned GmbH manufacturing business in Munich, incorporating succession planning provisions as two of the founding shareholders plan to transfer their shares to their children in March 2025."

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Document background
The Universal Shareholders Agreement serves as the cornerstone document governing relationships between shareholders in German companies, whether structured as an AG (Aktiengesellschaft) or GmbH (Gesellschaft mit beschränkter Haftung). This agreement becomes essential when companies have multiple shareholders, are seeking investment, or require clear governance structures. It encompasses critical aspects such as share transfer restrictions, voting rights, board composition, and minority shareholder protections, all while ensuring compliance with German corporate law requirements. The Universal Shareholders Agreement is particularly valuable during company growth phases, ownership transitions, or when establishing long-term governance frameworks. It must align with the German Stock Corporation Act (Aktiengesetz), the Limited Liability Companies Act (GmbH-Gesetz), and other relevant German and EU regulations.
Suggested Sections

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

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

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

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

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

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

7. Share Transfer Restrictions: Limitations on share transfers, right of first refusal, and transfer procedures

8. Tag-Along and Drag-Along Rights: Mechanisms protecting minority shareholders and enabling exit strategies

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

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

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

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

14. Governing Law and Jurisdiction: Application of German law and jurisdiction for dispute resolution

15. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments

Optional Sections

1. Preference Shares Rights: Special rights attached to preference shares, used when the company has multiple share classes

2. Family Succession Planning: Specific provisions for family-owned businesses regarding generational transfer

3. Venture Capital Provisions: Special rights for venture capital investors including liquidation preferences and board seats

4. IPO Rights: Provisions regarding future public offering scenarios and related procedures

5. Put and Call Options: Specific share purchase and sale rights between shareholders

6. Dead-Lock Resolution: Mechanisms for resolving shareholder disputes and decision deadlocks

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

8. International Operations: Special provisions for companies operating across multiple jurisdictions

Suggested Schedules

1. Schedule 1 - Current Shareholding: Detailed list of current shareholders and their shareholdings

2. Schedule 2 - Share Transfer Notice: Template for share transfer notifications

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

4. Schedule 4 - Tag-Along and Drag-Along Procedures: Detailed procedures for exercising tag-along and drag-along rights

5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6 - Business Plan: Initial business plan and procedures for updates

7. Schedule 7 - Valuation Methods: Agreed methods for share valuation in various scenarios

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

9. Appendix B - Board Rules of Procedure: Detailed rules governing board operations and procedures

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
Aufsichtsrat
Board of Directors
Business Day
Business Plan
Call Option
Change of Control
Completion
Confidential Information
Deemed Transfer
Default Event
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
First Refusal Rights
Gesellschaft
Good Leaver
Group
Independent Expert
Initial Public Offering
Insolvency Event
Investment Agreement
Management Board
Material Breach
New Securities
Ordinary Shares
Parties
Permitted Transfer
Preference Shares
Pro Rata Share
Put Option
Qualified IPO
Related Party Transaction
Reserved Matters
Share Capital
Share Transfer
Shareholder Loan
Shareholders
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Right
Transfer Notice
Valuation
Vorstand
Clauses
Share Capital
Share Classes
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution
Corporate Governance
Board Composition
Supervisory Board
Management Board
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Exit Provisions
IPO Rights
Put Option
Call Option
Deadlock Resolution
Competition Restrictions
Non-solicitation
Confidentiality
Representations and Warranties
Share Valuation
Default
Remedies
Termination
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Indemnification
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Professional Services

Media and Entertainment

Telecommunications

Biotechnology

Consumer Goods

Industrial

Software

E-commerce

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Corporate Development

Investment Relations

Finance

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Compliance Officer

Investment Director

Corporate Governance Officer

Shareholder Relations Manager

Legal Counsel

Company Secretary

Chief Legal Officer

Investment Manager

Director of Corporate Development

Industries
Aktiengesetz (AktG): German Stock Corporation Act - Primary legislation governing stock corporations (AG), shareholder rights, corporate governance, and management structure
Handelsgesetzbuch (HGB): German Commercial Code - Contains general provisions for business entities, accounting rules, and commercial relationships
Bürgerliches Gesetzbuch (BGB): German Civil Code - Provides fundamental principles of contract law, legal capacity, and general obligations
GmbH-Gesetz: Limited Liability Companies Act - Specific regulations for GmbH companies, relevant for shareholders' agreements involving GmbH entities
Wertpapierhandelsgesetz (WpHG): Securities Trading Act - Regulations concerning trading in securities, disclosure requirements, and insider trading rules
EU Shareholder Rights Directive II: European Union directive implementing rules for shareholder engagement, transparency, and corporate governance
Kapitalanlegergesetzbuch (KAGB): Investment Code - Relevant for investment vehicles and institutional shareholders
Umwandlungsgesetz (UmwG): Transformation Act - Governs corporate restructuring, mergers, and conversions affecting shareholder rights
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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