Preference Share Agreement Generator for England and Wales

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Key Requirements PROMPT example:

Preference Share Agreement

"I need a Preference Share Agreement for our Series B funding round where we're issuing cumulative preference shares with an 8% dividend rate to three institutional investors, with the completion date set for March 2025."

Document background
A Preference Share Agreement is commonly used when companies seek to raise capital while offering investors certain preferential rights over ordinary shareholders. This document, governed by English and Welsh law, is particularly relevant for companies looking to structure their share capital in a way that provides investors with priority returns while maintaining existing control structures. The agreement typically includes detailed provisions on dividend rights, capital rights, voting rights, and redemption terms. It must comply with the Companies Act 2006 and other relevant UK legislation, and is often used in conjunction with investment rounds, corporate restructuring, or as part of broader financing arrangements.
Suggested Sections

1. Parties: Identification of the company and preference shareholders

2. Background: Context of the preference share issuance and company structure

3. Definitions: Key terms used throughout the agreement

4. Preference Share Rights: Core terms including dividend rights, voting rights, and capital rights

5. Dividend Provisions: Details of dividend calculations, payment dates, and conditions

6. Redemption Rights: Terms and conditions for share redemption

7. Transfer Restrictions: Limitations on transfer of preference shares

Optional Sections

1. Conversion Rights: Terms for converting preference shares to ordinary shares, if applicable

2. Anti-dilution Provisions: Protection against dilution of shareholding, used in growth companies

3. Tag-along Rights: Right to join in sale of shares, typically in private companies

4. Drag-along Rights: Right to force minority shareholders to join in sale, typically in private companies

Suggested Schedules

1. Share Certificate Form: Template for preference share certificates

2. Dividend Calculation Examples: Illustrative examples of dividend calculations

3. Transfer Form: Standard form for share transfers

4. Company's Articles of Association: Current articles showing existing share structure

5. Board Resolutions: Copies of relevant board approvals

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
Industries

Companies Act 2006: Primary legislation governing company law in England and Wales. Key sections include Parts 17-24 on share capital and shareholders' rights, Sections 540-542 on share classifications, and Sections 629-640 specifically addressing preference shares.

Financial Services and Markets Act 2000: Regulatory framework for financial services, particularly relevant if preference shares are offered to the public, including provisions on financial promotions and investor protection.

Companies (Model Articles) Regulations 2008: Secondary legislation providing default provisions for company articles, which may affect how preference shares are structured and managed.

Companies (Shares and Share Capital) Regulations 2009: Secondary legislation detailing technical requirements for share capital, including specific provisions for different share classes.

UK Listing Rules: Regulatory requirements for listed companies, including specific provisions for preference share listings and ongoing compliance obligations.

Common Law Precedents: Relevant case law establishing principles on shareholder rights, fiduciary duties of directors, and interpretation of preference share rights.

UK Corporate Governance Code: Best practice guidelines for corporate governance, particularly relevant for listed companies issuing preference shares.

Articles of Association: Company's constitutional document that must be reviewed for existing provisions regarding share classes and any restrictions on issuing preference shares.

Corporation Tax Act 2010: Tax legislation governing the corporate tax treatment of preference shares and dividend payments.

Income Tax Act 2007: Tax legislation covering the taxation of preference share dividends for shareholders.

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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