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Memorandum Of Understanding Shareholders Agreement

Memorandum Of Understanding Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Memorandum Of Understanding Shareholders Agreement

"I need a Memorandum of Understanding Shareholders Agreement for my Irish tech startup that's receiving Series A funding in March 2025, with specific provisions for venture capital investor rights, anti-dilution protection, and a clear exit strategy."

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Document background
The Memorandum of Understanding Shareholders Agreement is a crucial document used when establishing or formalizing relationships between shareholders in an Irish company. It's particularly relevant for companies with multiple shareholders, whether they're startups seeking investment, family businesses establishing succession plans, or established companies restructuring their shareholding. The document, governed by Irish law, typically includes comprehensive provisions covering share transfers, voting rights, board composition, dividend policies, and dispute resolution mechanisms. It serves as a binding agreement that helps prevent future conflicts by clearly defining shareholders' rights and obligations, while ensuring compliance with Irish corporate law requirements. This type of agreement is essential for protecting both majority and minority shareholder interests and establishing clear corporate governance structures.
Suggested Sections

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

2. Background: Context of the agreement, including company information and purpose of the MOU

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Capital Structure: Details of the company's share capital, classes of shares, and rights attached to shares

5. Shareholder Rights and Obligations: Core rights and obligations of shareholders, including voting rights and dividend entitlements

6. Board Composition and Management: Structure and appointment of the board of directors, decision-making processes

7. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal

8. General Meetings: Procedures for calling and conducting shareholder meetings

9. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

10. Confidentiality: Obligations regarding confidential information

11. Dispute Resolution: Procedures for resolving disputes between shareholders

12. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction

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

Optional Sections

1. Tag-Along Rights: Used when minority shareholders should have the right to join in sale of shares by majority shareholders

2. Drag-Along Rights: Used when majority shareholders should have the right to force minority shareholders to join in a sale

3. Anti-dilution Provisions: Include when protecting against dilution of shareholding is important, particularly for venture capital investments

4. Dividend Policy: Include when specific dividend distribution rules need to be established

5. Share Valuation: Include when specific methods for valuing shares need to be established

6. Non-Compete Provisions: Used when shareholders should be restricted from competing activities

7. Intellectual Property Rights: Include when IP ownership and rights need to be clearly established

8. Exit Strategy: Include when specific provisions for company sale or IPO need to be established

9. Dead-Lock Resolution: Include when specific procedures for resolving board or shareholder deadlocks are needed

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Complete list of shareholders with their shareholdings and contact details

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and rights

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4 - Board Composition: Details of current board members and appointment rights

5. Schedule 5 - Company Information: Key company details including registration number, registered office, and current directors

6. Appendix A - Share Transfer Form: Standard form for executing share transfers

7. Appendix B - Board Resolution Template: Template for board resolutions on key matters

8. Appendix C - Deed of Adherence: Template for new shareholders joining the agreement

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
Board
Business
Business Day
Business Plan
Companies Act
Company
Completion
Confidential Information
Constitution
Control
Deed of Adherence
Director
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Holding Company
Independent Director
Initial Public Offering
Intellectual Property Rights
Interest
Law
Material Adverse Change
Member
New Securities
Ordinary Shares
Original Shareholders
Parties
Preference Shares
Prohibited Transfer
Qualified IPO
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferee
Transferor
Transmission
Valuation
Voting Rights
Clauses
Interpretation
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Anti-dilution Protection
Non-compete
Non-solicitation
Confidentiality
Dispute Resolution
Deadlock Resolution
Exit Provisions
Transfer of Shares
Death and Incapacity
Termination
Representations and Warranties
Share Valuation
Default
Remedies
Indemnification
Assignment
Notices
Governing Law
Jurisdiction
Amendment
Entire Agreement
Severability
Third Party Rights
Force Majeure
Costs and Expenses
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Real Estate

Healthcare

Retail

Energy

Transportation

Media and Entertainment

Agriculture

Construction

Education

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Affairs

Investment

Risk Management

Board of Directors

Shareholder Relations

Company Secretariat

Strategic Planning

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Director

Board Director

Managing Director

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Investment Manager

Business Development Director

Finance Director

Risk Manager

Company Director

General Counsel

Private Equity Manager

Venture Capital Manager

Corporate Affairs Director

Industries
Companies Act 2014: The primary legislation governing company law in Ireland, covering company formation, management, shareholders' rights, and corporate governance requirements
European Communities (Markets in Financial Instruments) Regulations 2017: Implements EU MiFID II directive in Ireland, relevant for any shareholding arrangements involving financial instruments or investment companies
Competition Act 2002: Relevant for ensuring shareholder arrangements don't create anti-competitive situations, particularly important for larger shareholdings or cross-company ownership
Investment Limited Partnerships (Amendment) Act 2020: Important for structuring investment relationships and partnership arrangements between shareholders
Irish Contract Law: Common law principles governing contract formation, enforcement, and remedies in Ireland
Companies (Amendment) Act 2017: Updates to company law affecting shareholder rights and corporate governance
Protected Disclosures Act 2014: Relevant for provisions regarding whistleblowing and corporate transparency in shareholder agreements
European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019: Regulations regarding transparency of beneficial ownership that must be considered in shareholder arrangements
Taxes Consolidation Act 1997: Relevant for tax implications of share transfers, dividend distributions, and other shareholder transactions
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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