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Restaurant Shareholder Agreement
"I need a Restaurant Shareholder Agreement for our family-owned business which is expanding to three locations in Auckland by March 2025, with provisions for future franchising and clear succession planning for the next generation."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including restaurant concept and business structure
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Certificates: Details of share classes, rights, and share certificate provisions
5. Capital Contributions: Initial and ongoing capital requirements and procedures
6. Management and Decision Making: Governance structure, board composition, and decision-making processes
7. Shareholder Meetings: Procedures for shareholder meetings and voting rights
8. Business Operations: Key operational requirements specific to restaurant business
9. Financial Matters: Financial management, distributions, and dividend policy
10. Transfer of Shares: Rules and restrictions on share transfers
11. Pre-emptive Rights: Shareholders' rights of first refusal on share transfers
12. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
13. Exit Provisions: Procedures for shareholder exit and business sale
14. Default Events: Consequences of shareholder default or breach
15. Dispute Resolution: Process for resolving disputes between shareholders
16. Confidentiality: Protection of company and business confidential information
17. General Provisions: Standard boilerplate clauses
1. Intellectual Property: Protection of restaurant brand, recipes, and other IP if unique to the business
2. Multiple Locations: Provisions for operating multiple restaurant locations
3. Key Personnel: Requirements for key staff members and chef contracts
4. Non-Compete: Restrictions on competing restaurant businesses
5. Family Succession: Provisions for family-owned restaurants regarding succession
6. Franchise Provisions: If the restaurant is or may become a franchise
7. External Investors: Special provisions for non-operating investors
8. Property Ownership: If the company owns rather than leases premises
1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding and share classes
2. Schedule 2: Business Plan: Initial business plan and restaurant concept details
3. Schedule 3: Reserved Matters: Decisions requiring special majority or unanimous approval
4. Schedule 4: Property Details: Restaurant premises and lease information
5. Schedule 5: Operational Requirements: Key operational policies and standards
6. Schedule 6: Initial Capital Contributions: Details of shareholders' initial investments
7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares
8. Schedule 8: Key Contracts: Summary of material contracts and arrangements
9. Appendix A: Restaurant Licenses and Permits: Copies or details of required operational licenses
10. Appendix B: Management Structure: Organizational chart and management responsibilities
Authors
Board
Business
Business Day
Business Plan
Called Sum
Company
Confidential Information
Default Event
Default Notice
Director
Drag Along Notice
Drag Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Food Safety Plan
Founding Shareholders
General Meeting
Group
Independent Expert
Initial Capital Contribution
Intellectual Property Rights
Key Personnel
Licenses
Management Committee
Material Contract
Menu Items
Operating Costs
Operational Requirements
Premises
Pre-emptive Rights
Proprietary Recipes
Qualified Chef
Related Company
Reserved Matters
Restaurant Brand
Restaurant Policies
SENS License
Share
Share Capital
Shareholder
Shareholder Loan
Special Resolution
Tag Along Notice
Tag Along Right
Transfer
Transfer Notice
Valuation Date
Working Capital
Capital Contributions
Management and Control
Board Composition
Shareholder Meetings
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Restaurant Operations
Food Safety Compliance
License Maintenance
Intellectual Property
Menu and Recipe Rights
Premises Management
Key Personnel
Financial Management
Dividend Policy
Reserved Matters
Competition Restrictions
Confidentiality
Trade Secrets
Default Events
Exit Provisions
Business Sale
Dispute Resolution
Dead-Lock Resolution
Valuation
Reporting Requirements
Insurance
Health and Safety
Employment
Brand Protection
Termination
Force Majeure
Governing Law
Notices
Assignment
Amendment
Severability
Food & Beverage
Hospitality
Restaurant Industry
Food Service
Retail
Commercial Real Estate
Small Business
Franchise
Legal
Operations
Finance
Management
Food & Beverage
Corporate Development
Compliance
Administration
Business Development
Restaurant Owner
Managing Director
Chief Executive Officer
Head Chef
Restaurant Manager
Operations Director
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Business Development Manager
Franchise Manager
Investment Manager
Restaurant Consultant
Food and Beverage Director
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