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Shareholders Agreement For Private Limited Company
"I need a Shareholders Agreement For Private Limited Company under Dutch law for a technology startup with three founding shareholders (equal ownership) and provisions for future investment rounds, to be effective from March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, company information, and purpose of the arrangement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Share Capital and Shareholders: Details of share capital structure, shareholding percentages, and share certificates
5. Management and Control: Composition of board, appointment rights, reserved matters, and decision-making processes
6. Shareholders' Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Transfer of Shares: General restrictions on share transfers, pre-emptive rights, and transfer procedures
8. Tag-Along and Drag-Along Rights: Mechanisms for minority protection and majority exit rights
9. Dividend Policy: Principles and procedures for profit distribution
10. Information Rights: Shareholders' rights to company information and financial reports
11. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of company information
12. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Share Classes and Rights: Required when company has multiple share classes with different rights
2. Minority Protection: Additional protections when there are minority shareholders below certain thresholds
3. Investment and Capital Calls: Procedures for additional capital contributions and related obligations
4. Exit Provisions: Detailed procedures for IPO, trade sale, or other exit mechanisms
5. Family Succession: Special provisions for family-owned businesses regarding succession planning
6. Employee Share Ownership: Provisions relating to employee share schemes or management participation
7. Intellectual Property Rights: Special provisions for technology companies or IP-heavy businesses
8. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issues
9. Good/Bad Leaver Provisions: Specific provisions for shareholder-employees leaving the company
10. International Considerations: Required when shareholders are from different jurisdictions
1. Details of Shareholders and Shareholding: Complete list of shareholders with their respective shareholdings
2. Articles of Association: Current articles of association of the company
3. Reserved Matters: Detailed list of decisions requiring special majority or unanimous approval
4. Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Deed of Adherence: Template for new shareholders to join the agreement
6. Valuation Methods: Agreed methods for share valuation in different scenarios
7. Business Plan: Initial business plan or strategic objectives
8. Board Rules: Detailed rules governing board operations and procedures
9. Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights
10. Dividend Policy Details: Detailed procedures and calculations for dividend distributions
Authors
Articles of Association
Bad Leaver
Board
Board Rules
Business
Business Day
Business Plan
Call Option
Company
Competitor
Confidential Information
Deed of Adherence
Director
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exit
Fair Market Value
Financial Year
General Meeting
Good Leaver
Group
Holding Company
Independent Expert
Initial Business Plan
Intellectual Property Rights
Management Board
Material Breach
Notice
Parties
Permitted Transfer
Pre-emption Right
Put Option
Qualified Majority
Related Party
Reserved Matters
Share Capital
Share Transfer
Shareholder
Shareholders' Resolution
Shares
Subsidiary
Supervisory Board
Tag-Along Right
Transfer
Transfer Notice
Transferor
Valuation Date
Working Day
Definitions
Share Capital and Classes
Issue of Shares
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Board Composition
Management Powers
Reserved Matters
Shareholder Meetings
Voting Rights
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Put and Call Options
Good Leaver/Bad Leaver
Deadlock Resolution
Exit Provisions
Default
Termination
Assignment
Severability
Entire Agreement
Variation
Notices
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Further Assurance
Third Party Rights
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Media and Entertainment
Energy
Agriculture
Construction
Transportation and Logistics
Education
Hospitality
E-commerce
Biotechnology
Software Development
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Secretariat
Investment Relations
Business Development
Board of Directors
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Company Director
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Compliance Officer
Company Founder
Shareholder Relations Manager
Corporate Governance Officer
Private Equity Manager
Venture Capital Manager
Business Owner
Finance Director
Risk Manager
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