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Business Prenup
"I need a Business Prenup for my tech startup launching in March 2025, with three equal shareholders who will all be working in the business, including specific provisions for intellectual property protection and a detailed exit mechanism if any founder wants to leave."
1. Parties: Identifies all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context of the agreement, including business description and purpose
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Business Operations: Core principles of how the business will be operated and managed
5. Decision Making: Process for making business decisions, including voting rights and thresholds
6. Financial Matters: Financial obligations, profit distribution, and capital contributions
7. Share Ownership: Rules regarding share ownership, transfers, and restrictions
8. Management Structure: Roles and responsibilities of shareholders in management
9. Exit Provisions: Procedures for shareholder exit, including valuation methods
10. Dispute Resolution: Process for resolving disputes between parties
11. Confidentiality: Protection of business information and trade secrets
12. Term and Termination: Duration of agreement and circumstances for termination
13. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Intellectual Property: Required when the business owns or develops significant IP assets
2. Non-Compete Provisions: Include when protecting against competition from departing shareholders
3. Tag-Along Rights: Include for minority shareholder protection in sale scenarios
4. Drag-Along Rights: Include to force minority shareholders to join in sale of company
5. Dead-Lock Resolution: Important for 50/50 ownership structures
6. Family Law Protection: Include when shareholders have relationship property concerns
7. Insurance Requirements: Include when specific insurance coverage is crucial
8. Employee Shareholders: Required when employees hold shares in the business
1. Share Register: Current shareholding details including share classes and numbers
2. Business Plan: Initial business plan and strategic objectives
3. Valuation Methodology: Detailed method for calculating business value in exit scenarios
4. Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Key Performance Indicators: Metrics for measuring business and management performance
6. Deed of Accession: Template for new shareholders joining the agreement
7. Company Constitution: Copy of or reference to the company constitution
8. Initial Budget: First year's budget and financial projections
Authors
Board
Business
Business Day
Business Plan
Company
Completion
Confidential Information
Constitution
Default Event
Directors
Drag-Along Notice
Drag-Along Rights
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Good Leaver
Group
Independent Expert
Intellectual Property Rights
Key Personnel
Major Transaction
Management
Material Breach
New Securities
Ordinary Resolution
Parties
Pre-emptive Rights
Purchase Price
Related Company
Reserved Matters
ROFR Notice
Share Transfer
Shareholders
Shareholders' Resolution
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer Notice
Valuation Date
Voting Rights
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Issue of New Securities
Management and Control
Board Composition
Shareholder Meetings
Reserved Matters
Financial Matters
Distribution Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Default Events
Deadlock Resolution
Exit Mechanisms
Share Valuation
Business Plan and Budget
Related Party Transactions
Insurance
Death and Incapacity
Dispute Resolution
Force Majeure
Termination
Governing Law
Assignment
Severability
Entire Agreement
Notices
Costs and Expenses
Amendment
Good Faith
Technology
Professional Services
Manufacturing
Retail
Healthcare
Construction
Hospitality
Agriculture
Financial Services
Real Estate
Media and Entertainment
Education
Consulting
E-commerce
Legal
Executive Leadership
Board of Directors
Corporate Governance
Finance
Business Development
Corporate Affairs
Risk Management
Compliance
Investment
CEO
Managing Director
Business Owner
Company Director
Chief Financial Officer
Corporate Lawyer
Business Development Manager
Company Secretary
Board Member
Shareholder
Partner
Investment Manager
Startup Founder
General Counsel
Chief Operating Officer
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