Company Ownership Agreement Template for England and Wales

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Key Requirements PROMPT example:

Company Ownership Agreement

"I need a Company Ownership Agreement for my tech startup with three co-founders, where we want to include specific provisions for future funding rounds and a clear exit strategy if any founder leaves before January 2025."

Document background
The Company Ownership Agreement is essential for businesses registered in England and Wales seeking to establish clear parameters for corporate ownership and control. This document becomes particularly crucial when multiple shareholders are involved, during company formation, or when ownership structures change. It provides comprehensive coverage of share rights, transfer restrictions, management decisions, and exit strategies while ensuring compliance with UK company law. The agreement serves as a foundational document that prevents future disputes and provides clarity on ownership matters.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and company structure

3. Definitions: Key terms used throughout the agreement

4. Share Capital Structure: Details of share classes and ownership distribution

5. Management and Control: Decision-making processes and voting rights

6. Transfer of Shares: Rules and restrictions on share transfers

7. Termination: Circumstances and procedures for agreement termination

Optional Sections

1. Tag-Along Rights: Minority shareholder protection provisions enabling them to join in sale of majority shares

2. Drag-Along Rights: Majority shareholder rights to force minority shareholders to join in sale of company

3. Non-Compete Provisions: Restrictions on competitive activities by shareholders during and after ownership

4. Dividend Policy: Detailed rules and procedures for profit distribution and dividend payments

Suggested Schedules

1. Schedule 1 - Share Certificate Templates: Standard form of share certificates to be used by the company

2. Schedule 2 - Deed of Adherence: Template agreement for new shareholders joining the company

3. Schedule 3 - Company Information: Details of company registration, structure, and corporate information

4. Schedule 4 - Initial Business Plan: Company's strategic objectives, financial forecasts, and operational plans

5. Schedule 5 - Shareholder Details: Comprehensive list of current shareholders and their respective holdings

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

Clauses
Industries

Companies Act 2006: Primary legislation governing company formation, share capital, ownership structures, directors' duties and responsibilities, shareholder rights and obligations, and company constitution requirements

Partnership Act 1890: Legislation governing partnership rights and duties, and profit sharing arrangements when relevant for certain ownership structures

Small Business, Enterprise and Employment Act 2015: Covers transparency requirements and maintenance of the Register of Persons with Significant Control (PSC)

Financial Services and Markets Act 2000: Regulatory framework for companies dealing with regulated financial activities

Insolvency Act 1986: Provisions for business dissolution and rights in case of insolvency

Common Law Contract Principles: Fundamental principles including offer and acceptance, consideration, and intention to create legal relations

The Shareholders' Rights Regulations 2009: Regulations governing voting rights and information rights for shareholders

Articles of Association: Company's constitutional document setting out the rules for company operations and governance

Stock Transfer Regulations: Rules governing the transfer of shares and stock between parties

Corporate Governance Code: Best practice recommendations for company governance and management

Data Protection Act 2018: UK implementation of GDPR, governing the processing and protection of personal data

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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