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Share Ownership Agreement

Share Ownership Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Ownership Agreement

"I need a Share Ownership Agreement for my Irish tech startup that's taking on three new investors in January 2025, with specific provisions for future funding rounds and employee share options."

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Document background
The Share Ownership Agreement is a crucial document used when establishing or modifying the ownership structure of a company in Ireland. It is particularly relevant when companies have multiple shareholders, are taking on new investors, or implementing employee share schemes. The agreement must comply with Irish law, specifically the Companies Act 2014 and related legislation, while addressing practical aspects of share ownership and corporate governance. This document typically includes detailed provisions on share transfers, voting rights, dividend distributions, and decision-making processes, as well as mechanisms for resolving disputes between shareholders. It serves as a fundamental reference point for managing shareholder relationships and protecting the interests of all parties involved in the company's ownership structure.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company and shareholders

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

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

4. Share Ownership Details: Details of shares, classes, rights, and current ownership structure

5. Transfer Restrictions: Limitations and conditions on the transfer of shares

6. Pre-emption Rights: Process and rights for existing shareholders to purchase shares before third parties

7. Drag and Tag Rights: Mechanisms for forced sale (drag-along) and right to join sale (tag-along)

8. Shareholder Rights and Obligations: Key rights and duties of shareholders including voting and dividend rights

9. Corporate Governance: Decision-making processes, board composition, and shareholder meetings

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

11. Dispute Resolution: Procedures for resolving disputes between shareholders

12. Confidentiality: Obligations regarding confidential information

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Employee Share Scheme: Details of employee share ownership plans, if shares are held by employees

2. Share Valuation: Methodology for valuing shares, needed for private companies or specific share classes

3. Exit Provisions: Specific terms for company sale or IPO, relevant for investment-backed companies

4. Dividend Policy: Specific arrangements for dividend distributions, if not covered in general shareholder rights

5. Dead Lock Provisions: Additional dispute resolution mechanisms for equal shareholdings

6. Non-Compete and Non-Solicitation: Restrictions on shareholder business activities, relevant for active shareholders

7. Management Provisions: Specific terms for shareholder involvement in management, if applicable

8. Share Vesting: Vesting schedules and conditions, relevant for performance-based ownership

Suggested Schedules

1. Schedule 1: Share Capital Table: Detailed breakdown of share ownership, classes, and rights

2. Schedule 2: Company Information: Key company details including registration, directors, and address

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5: Share Transfer Notice: Template for notifying intent to transfer shares

6. Schedule 6: Tag Along Notice: Template for exercising tag-along rights

7. Schedule 7: Drag Along Notice: Template for exercising drag-along rights

8. Appendix A: Share Certificate Form: Template share certificate format

9. Appendix B: Shareholder Resolutions: Standard forms for shareholder resolutions

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
Annual General Meeting
Articles of Association
Bad Leaver
Board
Business Day
Business Plan
Call Option
Company
Completion
Confidential Information
Constitution
Control
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
Good Leaver
Group
Holding Company
IPO
Independent Expert
Insolvency Event
Material Breach
Member
New Securities
Ordinary Shares
Original Shareholders
Parties
Permitted Transfer
Pre-emption Notice
Pre-emption Rights
Preference Shares
Put Option
Qualifying IPO
Reserved Matters
Resolution
ROFO
ROFR
Sale
Share Capital
Share Certificate
Shareholders
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Valuation
Vesting Period
Voting Rights
Clauses
Share Capital Structure
Share Classes and Rights
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Voting Rights
Dividend Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Good/Bad Leaver Provisions
Share Vesting
Exit Provisions
IPO Rights
Death and Incapacity
Dispute Resolution
Deadlock Resolution
Default
Termination
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Further Assurance
Third Party Rights
Waiver
Counterparts
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Real Estate

Energy

Agriculture

Transportation

Construction

Education

Media and Entertainment

Telecommunications

Biotechnology

Consulting

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Executive Leadership

Board of Directors

Human Resources

Investment

Risk Management

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Board Director

Managing Director

Financial Director

Compliance Officer

Corporate Governance Manager

Shareholder Relations Manager

Investment Director

Business Development Director

HR Director

Risk Manager

Industries
Companies Act 2014: Primary legislation governing company law in Ireland, including share capital, shareholder rights, transfer of shares, and corporate governance requirements
Taxes Consolidation Act 1997: Covers taxation aspects of share ownership, transfer, and disposal, including Capital Gains Tax implications and stamp duty on share transfers
Investment Intermediaries Act 1995: Relevant if the agreement involves investment services or regulated investment activities
Competition Act 2002: May be relevant if the share ownership agreement involves significant ownership stakes that could trigger merger control requirements
Central Bank (Supervision and Enforcement) Act 2013: Applicable if the company is a regulated entity or if the share ownership involves financial services regulations
Employment-related Share Schemes Legislation: Various provisions under Irish tax law relating to employee share ownership schemes and share option schemes
Irish Takeover Panel Act 1997: Relevant if the company is publicly listed or if the share ownership agreement could trigger takeover regulations
Finance Acts (Various): Annual Finance Acts that may modify tax treatment of share ownership, transfers, and related 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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