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Shareholders Agreement For Private Limited Company
"I need a Shareholders Agreement For Private Limited Company for my Nigerian tech startup, which will have 4 founding shareholders and a foreign venture capital investor joining in March 2025, with specific provisions for anti-dilution protection and a employee share option pool."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Share Capital and Shareholding: Details the company's share capital structure and current shareholding
5. Shareholders' Rights and Obligations: Outlines basic rights and duties of shareholders
6. Management and Decision Making: Establishes governance structure and decision-making processes
7. Transfer of Shares: Sets out rules and restrictions for share transfers
8. Pre-emption Rights: Details shareholders' rights of first refusal on share transfers
9. Tag-Along and Drag-Along Rights: Mechanisms for minority protection and majority exit rights
10. Dividend Policy: Establishes principles for dividend declarations and payments
11. Information Rights: Specifies shareholders' rights to company information and records
12. Deadlock Resolution: Procedures for resolving fundamental disagreements
13. Confidentiality: Obligations regarding company and shareholder confidential information
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-dilution Protection: Used when there are investors requiring protection against future dilution of their shareholding
2. Vesting Provisions: Included when shares are subject to vesting schedules, typically for founder or employee shareholders
3. Put and Call Options: When specific shareholders have rights to force purchase or sale of shares
4. Non-compete and Non-solicitation: Used when shareholders need to be restricted from competing activities
5. Intellectual Property Rights: Important when the company's IP is significant and needs specific protection
6. Employee Share Scheme: When the company has or plans to implement employee share ownership plans
7. Foreign Investment Provisions: Required when there are foreign shareholders to ensure compliance with NIPC Act
8. Reserved Matters: When certain decisions require special majority or unanimous approval
1. Schedule 1: Details of the Company: Company registration details, registered office, directors, and share capital structure
2. Schedule 2: Initial Shareholders: List of all shareholders with their shareholding details and contact information
3. Schedule 3: Deed of Adherence: Template for new shareholders to agree to be bound by the agreement
4. Schedule 4: Reserved Matters: Detailed list of decisions requiring special approval
5. Schedule 5: Business Plan: Initial business plan and strategy of the company
6. Schedule 6: Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights
7. Schedule 7: Valuation Methods: Agreed methods for share valuation in various circumstances
8. Schedule 8: Company Policies: Key corporate policies referenced in the agreement
Authors
Annual Budget
Articles of Association
Board
Business
Business Day
Business Plan
CAMA
Company
Completion
Confidential Information
Deed of Adherence
Director
Dividend
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
First Offer Notice
Group
Initial Business Plan
Intellectual Property Rights
Key Management
Material Contract
Member
New Securities
Ordinary Shares
Original Shareholders
Parties
Permitted Transferee
Pre-emption Notice
Pre-emption Rights
Prohibited Transfer
Qualified IPO
Related Party Transaction
Reserved Matter
Restricted Business
Share Capital
Shareholder
Share Transfer
Subsidiary
Tag-Along Notice
Tag-Along Right
Territory
Transfer
Transmission
Valuation
Voting Rights
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Board Composition
Board Meetings
Shareholders Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Additional Funding
Anti-dilution Protection
Non-competition
Non-solicitation
Confidentiality
Intellectual Property
Default
Deadlock Resolution
Dispute Resolution
Termination
Exit Provisions
Put and Call Options
Warranties and Representations
Indemnification
Assignment
Notices
Costs
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Amendment
Waiver
Further Assurance
Counterparts
Technology
Manufacturing
Real Estate
Financial Services
Agriculture
Healthcare
Retail
Energy
Transportation
Professional Services
Mining
Construction
Education
Telecommunications
Media and Entertainment
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Executive Leadership
Board of Directors
Investor Relations
Risk Management
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Board Member
Director
Compliance Officer
Investment Manager
Corporate Governance Officer
Shareholder Relations Manager
Business Development Manager
Risk Manager
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