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Small Business Shareholder Agreement
"I need a Small Business Shareholder Agreement for my Dutch tech startup with three founding shareholders, including specific provisions for future investment rounds and an employee share scheme planned for March 2025."
1. Parties: Identification of all shareholders and the company, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including company history, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document
4. Share Capital and Certificates: Details of the company's share capital structure, classes of shares, and any share certificates
5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and dividend entitlements
6. Management and Decision Making: Governance structure, board composition, and decision-making processes
7. General Meeting of Shareholders: Rules for conducting shareholder meetings, voting procedures, and quorum requirements
8. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal
9. Valuation of Shares: Methods and procedures for valuing shares in case of transfers or exits
10. Deadlock Resolution: Procedures for resolving disputes and deadlock situations between shareholders
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
13. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Tag-Along and Drag-Along Rights: Include when shareholders want provisions for minority protection (tag-along) or majority forcing rights (drag-along)
2. Anti-Dilution Protection: Include when there's likelihood of future investment rounds to protect existing shareholders
3. Intellectual Property Rights: Include when the company has significant IP assets or when shareholders contribute IP
4. Non-Competition and Non-Solicitation: Include when shareholders are active in the industry or have access to sensitive information
5. Employee Share Ownership: Include when the company has or plans to have an employee share scheme
6. Dividend Policy: Include when shareholders want specific arrangements about profit distribution
7. Good Leaver/Bad Leaver Provisions: Include when shareholders are also employees or directors of the company
8. Put and Call Options: Include when shareholders want specific arrangements for forced buy/sell situations
1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors
2. Schedule 2: Share Capital Structure: Detailed breakdown of shareholding, including share classes and numbers
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4: Share Valuation Methodology: Detailed procedures and formulas for share valuation
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Company Business Plan: Current business plan and strategic objectives
7. Schedule 7: Board Regulations: Detailed procedures for board operations and decision-making
8. Schedule 8: Power of Attorney: Standard form of power of attorney for share transfers
Authors
Articles of Association
Bad Leaver
Board
Business
Business Day
Business Plan
Call Option
Company
Completion
Confidential Information
Deed of Adherence
Director
Drag-along Notice
Drag-along Right
Encumbrance
Fair Market Value
Financial Year
General Meeting
Good Leaver
Group
Intellectual Property Rights
Management Board
Material Breach
Minority Shareholders
Notary
Ordinary Shares
Parties
Preference Shares
Put Option
Related Party
Reserved Matters
Right of First Refusal
Share Capital
Share Transfer
Shareholder
Shareholder Resolution
Shareholders' Meeting
Shares
Subsidiary
Supervisory Board
Tag-along Notice
Tag-along Right
Transfer
Valuation Date
Voting Rights
Share Capital and Certificates
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Shareholder Meetings
Voting Rights
Board Composition
Management and Control
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Good Leaver/Bad Leaver
Death of Shareholder
Disability of Shareholder
Dispute Resolution
Deadlock Resolution
Put and Call Options
Anti-Dilution Protection
Transfer of Shares
New Shareholders
Exit Provisions
Termination
Force Majeure
Warranties and Representations
Costs and Expenses
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Technology and Software
Professional Services
Retail and E-commerce
Manufacturing
Hospitality
Healthcare
Construction
Real Estate
Creative Industries
Consulting
Food and Beverage
Agriculture
Transport and Logistics
Legal
Finance
Executive Leadership
Corporate Governance
Administration
Compliance
Business Development
Board of Directors
Company Secretariat
CEO
Managing Director
Business Owner
Founder
Company Director
CFO
Legal Counsel
Corporate Lawyer
Company Secretary
Financial Director
Board Member
Shareholder
Investment Manager
Business Development Director
Operations Director
General Counsel
Compliance Officer
Corporate Governance Officer
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