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Startup Shareholder Agreement
"I need a Startup Shareholder Agreement for my New Zealand-based fintech company that's planning to raise Series A funding in March 2025, with specific provisions for employee share schemes and protection of our proprietary trading algorithms."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, company formation, and initial shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Share Capital and Shareholders: Details of share classes, rights, and shareholding percentages
5. Issue and Transfer of Shares: Rules governing new share issues and share transfer processes
6. Pre-emptive Rights: Existing shareholders' rights to purchase shares before external sales
7. Directors and Management: Board composition, appointment rights, and management structure
8. Shareholders' Meetings: Procedures for meetings, voting rights, and resolutions
9. Company Finance: Capital contributions, funding requirements, and dividend policy
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Confidentiality: Protection of company and shareholder confidential information
12. Dispute Resolution: Procedures for resolving shareholder disputes
13. Exit Provisions: Procedures for company sale, IPO, or other exit events
14. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Drag and Tag Along Rights: Rights forcing minority shareholders to join in a sale (drag) or allowing them to join (tag) - used when future sale is likely
2. Intellectual Property: Special provisions for IP ownership and protection - important for tech startups
3. Employee Shareholders: Special provisions for shareholders who are also employees - used when founders or key employees hold shares
4. Vesting Provisions: Schedule for earning shares over time - used for founder or employee shareholders
5. Anti-dilution Protection: Protection against share value dilution - important for investors
6. Bad Leaver Provisions: Consequences for shareholders who leave the company under negative circumstances
7. Right of First Refusal: Detailed process for existing shareholders to purchase shares before external sale - used in closely held companies
8. Non-compete and Non-solicitation: Restrictions on competitive activities - important for protecting company interests
1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding structure and share classes
2. Schedule 2: Deed of Adherence: Template for new shareholders to sign up to the agreement
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Company Business Plan: Initial business plan and key milestones
5. Schedule 5: Valuation Methodology: Agreed method for valuing shares for transfers or exits
6. Schedule 6: Key Terms of Employment: Summary of key employment terms for shareholder-employees
7. Appendix A: Share Transfer Notice: Template for notifying intent to transfer shares
8. Appendix B: Tag Along Notice: Template for exercising tag along rights
Authors
Board
Business
Business Day
Business Plan
Company
Confidential Information
Constitution
Deed of Adherence
Director
Drag Along Notice
Drag Along Right
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Founder
Good Leaver
Bad Leaver
Initial Business Plan
Intellectual Property Rights
Investment Amount
Investor Director
Investor Majority
IPO
Issue Notice
Material Contract
New Securities
Ordinary Resolution
Original Shareholders
Permitted Transferee
Pre-emptive Rights
Pro Rata Share
Qualified IPO
Related Company
Reserved Matters
Share Transfer Notice
Shareholders
Shareholders' Resolution
Shares
Special Resolution
Subsidiary
Tag Along Notice
Tag Along Right
Transfer
Valuation
Vesting Period
Voting Rights
Share Capital
Share Classes
Share Transfer Restrictions
Pre-emptive Rights
Issue of New Shares
Drag Along Rights
Tag Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Funding Obligations
Dividend Policy
Exit Provisions
Deadlock Resolution
Dispute Resolution
Default Events
Bad Leaver Provisions
Good Leaver Provisions
Vesting
Anti-Dilution Protection
Right of First Refusal
Representations and Warranties
Company Administration
Compliance
Amendment Procedures
Termination
Governing Law
Notice Requirements
Assignment
Severability
Entire Agreement
Force Majeure
Technology
Software Development
Biotechnology
Fintech
E-commerce
Digital Media
Clean Technology
Healthcare Technology
Agricultural Technology
Educational Technology
Manufacturing
Professional Services
Consumer Products
Social Enterprise
Legal
Corporate Governance
Executive Leadership
Finance
Corporate Development
Administration
Board of Directors
Investment
Company Secretariat
Chief Executive Officer
Company Director
Founder
Co-founder
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Angel Investor
Board Member
Chief Operating Officer
Head of Corporate Development
Startup Advisor
Chief Technology Officer
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