Startup Shareholder Agreement Template for Ireland

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for a SaaS company with three co-founders and two angel investors, including provisions for an employee share option pool of 10% and specific vesting schedules for founder shares over 4 years."

Document background
The Startup Shareholder Agreement is a crucial document for emerging companies in Ireland, typically implemented during company formation or early funding rounds. It serves as the primary instrument governing relationships between shareholders, establishing clear frameworks for company governance, share transfers, and decision-making processes. The agreement is particularly important in the Irish business environment, where startups often seek to attract international investment while maintaining compliance with local regulations. This document addresses key areas including share classes, pre-emption rights, drag-along and tag-along provisions, board composition, and reserved matters, all within the framework of Irish company law. It's essential for companies seeking investment, planning for growth, or establishing clear governance structures, and should be regularly reviewed to ensure it continues to meet the company's evolving needs.
Suggested Sections

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

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

3. Definitions: Defined terms used throughout the agreement

4. Share Capital and Shareholdings: Details of company's share structure and current shareholdings

5. Share Transfer Restrictions: Limitations and procedures for transferring shares

6. Pre-emption Rights: Existing shareholders' rights to purchase new shares before external offers

7. Drag Along and Tag Along Rights: Mechanisms for majority shareholders to force sale and minority shareholders to join sale

8. Board Composition and Management: Structure and operation of the board of directors

9. Reserved Matters: Decisions requiring special shareholder approval

10. Dividend Policy: Framework for distribution of profits

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

12. Confidentiality: Protection of company and shareholder confidential information

13. Dispute Resolution: Procedures for resolving shareholders disputes

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

15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Employee Share Scheme: Framework for allocating shares to employees, typically included if company plans to implement ESOP

2. Investment Rights: Provisions for future investment rounds, included if expecting venture capital investment

3. Anti-dilution Protection: Protections against share value dilution, included for early investors

4. Founder Vesting: Vesting schedule for founder shares, included for early-stage startups

5. Bad Leaver Provisions: Consequences for shareholders who leave under negative circumstances, included if requested by investors

6. Intellectual Property Rights: IP ownership and transfer provisions, crucial for technology startups

7. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included based on business nature

8. Exit Strategy Provisions: Specific provisions for company sale or IPO, included if exit is contemplated

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors

2. Schedule 2: Current Shareholdings: Detailed breakdown of share ownership and share classes

3. Schedule 3: Deed of Adherence: Template for new shareholders to join the agreement

4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval

5. Schedule 5: Business Plan: Initial business plan and strategic objectives

6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or new issues

7. Appendix A: Board Meeting Procedures: Detailed procedures for board meetings and voting

8. Appendix B: Shareholder Meeting Procedures: Procedures for conducting shareholder meetings

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
Clauses
Relevant Industries

Technology

Financial Services

E-commerce

Biotechnology

Software Development

Manufacturing

Healthcare Technology

Clean Technology

Digital Media

Professional Services

Artificial Intelligence

Internet of Things

Fintech

Cybersecurity

SaaS

Relevant Teams

Legal

Finance

Executive Leadership

Board of Directors

Corporate Governance

Investment

Compliance

Corporate Development

Company Secretariat

Strategy

Relevant Roles

CEO

Founder

Co-founder

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Secretary

Chief Operating Officer

Investment Manager

Venture Capital Partner

Angel Investor

Board Member

Director

Company Secretary

Chief Legal Officer

Startup Attorney

Corporate Lawyer

Investment Director

Business Development Director

Finance Director

Industries
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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