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Shareholders Agreement For Private Limited Company
"I need a Shareholders Agreement For Private Limited Company for my technology startup based in Bangalore, with provisions for three founding shareholders and two venture capital investors, including specific clauses for ESOP pool creation and anti-dilution protection for March 2025 funding round."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Shareholding Pattern: Details of authorized, issued, and paid-up capital, and current shareholding structure
5. Transfer Restrictions: Restrictions on transfer of shares, including right of first refusal and tag-along rights
6. Corporate Governance: Board composition, appointment of directors, and decision-making processes
7. Shareholders' Meetings: Procedures for conducting shareholders' meetings, voting rights, and quorum requirements
8. Reserved Matters: List of decisions requiring special majority or unanimous consent
9. Funding and Capital Structure: Provisions for future funding, capital calls, and dilution protection
10. Dividends and Distribution Policy: Policy on declaration and distribution of dividends
11. Information Rights: Shareholders' rights to company information and financial statements
12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Confidentiality: Protection of confidential information and trade secrets
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Dispute Resolution: Mechanism for resolving disputes between shareholders
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Drag Along Rights: Include when majority shareholders may need to force minority shareholders to join in the sale of the company
2. Tag Along Rights: Include when minority shareholders need protection to join in sale of majority stakes
3. Anti-Dilution Protection: Include when there are investors requiring protection against future down rounds
4. Founders' Special Rights: Include when founders need specific rights or protections
5. Put and Call Options: Include when shareholders want specific exit rights through put or call options
6. Strategic Rights: Include for strategic investors requiring specific business-related rights
7. Employee Stock Options: Include when the company has or plans to have an ESOP scheme
8. Foreign Investment Compliance: Include when there are foreign shareholders or potential foreign investment
9. Digital Rights: Include for technology companies with specific IP or digital assets
10. Environmental and Social Compliance: Include for companies with specific ESG requirements or commitments
1. Schedule 1: Details of Shareholders: Complete details of all shareholders including contact information and shareholding
2. Schedule 2: Share Capital and Shareholding Pattern: Detailed breakdown of share capital structure and shareholding percentages
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4: Board Composition: Details of current board structure and nomination rights
5. Schedule 5: Business Plan: Initial business plan and key milestones
6. Schedule 6: Deed of Adherence: Template for new shareholders to join the agreement
7. Schedule 7: Tag Along Notice Format: Template for exercising tag along rights
8. Schedule 8: Competitors List: List of identified competitors for non-compete provisions
9. Appendix A: Articles of Association: Copy of the company's Articles of Association
10. Appendix B: Shareholders' Resolution: Relevant shareholders' resolutions approving the agreement
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Capital Contribution
Competitor
Confidential Information
Control
Deed of Adherence
Director
Drag Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
First Right of Refusal
Founder
Group Company
Independent Director
Initial Public Offering (IPO)
Intellectual Property Rights
Investor
Key Management Personnel
Material Adverse Effect
Memorandum of Association
Nominee Director
Ordinary Course of Business
Permitted Transferee
Put Option
Qualified IPO
Related Party
Reserved Matters
Restricted Territory
SEBI
Share Capital
Shareholders Meeting
Special Resolution
Strategic Rights
Subsidiary
Tag Along Right
Transfer
Valuation
Voting Rights
Share Capital
Share Transfer Restrictions
Right of First Refusal
Tag Along Rights
Drag Along Rights
Board Composition
Board Meetings
Shareholders Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Future Funding
Anti-dilution
Exit Rights
Put Option
Call Option
Pre-emptive Rights
Non-compete
Non-solicitation
Confidentiality
Representations and Warranties
Default
Termination
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Costs
Indemnification
Compliance
Foreign Investment
Deadlock Resolution
Valuation
Strategic Rights
Technology
Manufacturing
E-commerce
Financial Services
Healthcare
Real Estate
Retail
Professional Services
Education
Agriculture
Media & Entertainment
Telecommunications
Information Technology
Biotechnology
Clean Energy
Consumer Goods
Infrastructure
Logistics
Hospitality
Consulting
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Risk Management
Investment Relations
Corporate Communications
Business Development
Strategy
Board Secretariat
Corporate Affairs
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Compliance Officer
Business Development Manager
Corporate Finance Manager
Investment Analyst
Venture Capital Associate
Private Equity Manager
Risk Manager
Strategy Director
Governance Officer
Shareholder Relations Manager
Corporate Communications Director
Financial Controller
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