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Startup Shareholder Agreement
"I need a Startup Shareholder Agreement for my Dutch tech company with three co-founders, planning to close a Series A investment round in March 2025, including provisions for ESOP and anti-dilution protection for the founding team."
1. Parties: Identification of the company and all shareholders entering into the agreement
2. Background: Context of the agreement, including company formation, business purpose, and current shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholdings: Details of the company's share capital structure and current shareholdings
5. Issuance of Shares and Share Certificates: Procedures and requirements for issuing new shares and share certificates
6. Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal
7. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and enabling majority exits
8. Corporate Governance: Management structure, board composition, and decision-making processes
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future funding rounds
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard clauses including governing law, jurisdiction, and notices
1. Founder Commitments: Specific obligations for founders including non-compete and time commitment (used when founders are active in the business)
2. Employee Share Scheme: Framework for employee share ownership (used when implementing ESOP)
3. Intellectual Property Rights: IP ownership and transfer provisions (especially important for tech startups)
4. Dead-Lock Resolution: Procedures for resolving shareholder disputes (important for 50/50 ownership structures)
5. Pre-emption Rights on New Issues: Rights of existing shareholders to participate in new share issues (important for companies planning future funding rounds)
6. Dividend Policy: Specific arrangements for profit distribution (used when shareholders want predetermined dividend rules)
7. Good Leaver/Bad Leaver Provisions: Terms for share treatment when shareholders exit (important when shareholders are also employees/executives)
8. Share Vesting Provisions: Schedule and terms for share vesting (used for founder and employee shares)
1. Schedule 1: Details of the Company: Company registration details, address, and current directors
2. Schedule 2: Share Capital Table: Detailed breakdown of shareholdings including share classes and numbers
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: Board Regulations: Detailed procedures for board operations and decision-making
6. Schedule 6: Valuation Methodology: Agreed methods for share valuation in various scenarios
7. Appendix A: Initial Business Plan: Current business plan and strategy
8. Appendix B: Share Transfer Notice: Template for notifying share transfers
Authors
Articles of Association
Bad Leaver
Board
Business
Business Day
Business Plan
Call Option
Competing Business
Confidential Information
Control
Deed of Adherence
Directors
Drag-Along Right
Encumbrance
Exit Event
Fair Market Value
Financial Year
Founding Shareholders
General Meeting
Good Leaver
Group
Holding Company
Independent Expert
Initial Public Offering
Intellectual Property Rights
Investment Round
Investor Directors
Investor Majority
Key Employees
Management
Material Breach
New Securities
Ordinary Shares
Party/Parties
Permitted Transfer
Preference Shares
Pre-emption Rights
Put Option
Qualified IPO
Related Party Transaction
Reserved Matters
Share Capital
Share Transfer
Shareholders
Subsidiary
Tag-Along Right
Territory
Transfer Notice
Valuation
Vesting Period
Voting Rights
Share Capital and Structure
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Composition
Management and Control
Reserved Matters
Shareholder Meetings
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Good Leaver/Bad Leaver
Share Vesting
Exit Provisions
Deadlock Resolution
Representations and Warranties
Indemnification
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Notices
Amendment
Termination
Technology
Software
Biotechnology
Fintech
E-commerce
Healthcare
Clean Energy
Digital Media
Artificial Intelligence
Manufacturing
Consumer Products
Professional Services
AgTech
EdTech
IoT
Blockchain
SaaS
Legal
Executive Leadership
Corporate Development
Finance
Compliance
Board of Directors
Investment
Corporate Governance
Administration
Strategic Planning
CEO
Founder
Co-founder
CFO
General Counsel
Legal Counsel
Corporate Secretary
Chief Legal Officer
Board Member
Director
Managing Director
Investment Manager
Venture Capital Partner
Angel Investor
Business Development Director
Chief Operations Officer
Company Secretary
Compliance Officer
Startup Advisor
Corporate Development Manager
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