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New Shareholder Agreement

New Shareholder Agreement Template for Pakistan

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholders' Agreement for a tech startup in Lahore with three co-founders and two venture capital investors, including tag-along rights and anti-dilution provisions, to be effective from March 2025."

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Document background
The New Shareholders' Agreement serves as a foundational document for companies registered in Pakistan, establishing the framework for shareholder relationships and corporate governance. This agreement becomes essential when multiple shareholders are involved in a company, whether through initial formation, investment rounds, or corporate restructuring. It must comply with Pakistani corporate law, particularly the Companies Act 2017, Securities Act 2015, and relevant SECP regulations. The document typically includes provisions for share transfers, voting rights, board composition, dividend policies, and dispute resolution mechanisms, while considering local legal requirements and business practices. A New Shareholders' Agreement is particularly crucial for companies seeking investment, undergoing ownership changes, or establishing clear governance structures in the Pakistani business environment.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company details and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding

5. Shareholder Rights and Obligations: Core rights and duties of shareholders, including voting rights

6. Board of Directors: Composition, appointment, removal, and powers of the board

7. Corporate Governance: Decision-making processes, meetings, and management structure

8. Transfer of Shares: Rules and restrictions regarding share transfers

9. Pre-emptive Rights: Rights of first refusal on new share issuances

10. Dividend Policy: Framework for dividend declarations and distributions

11. Reserved Matters: Decisions requiring special majority or unanimous consent

12. Confidentiality: Obligations regarding company and agreement confidentiality

13. Dispute Resolution: Procedures for resolving disputes between shareholders

14. Term and Termination: Duration of agreement and circumstances for termination

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake - include when protecting minority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale - include for exit flexibility

3. Anti-dilution Protection: Protection against share value dilution - include for venture capital or significant investors

4. Put and Call Options: Rights to force sale or purchase of shares - include for exit mechanism certainty

5. Non-Compete Provisions: Restrictions on competing activities - include for shareholder-managers

6. Intellectual Property Rights: IP ownership and protection - include for technology or brand-focused companies

7. Emergency Funding Provisions: Framework for additional capital needs - include for growing companies

8. Shareholder Vesting Provisions: Vesting schedule for shares - include for startup companies

9. Foreign Investment Provisions: Special provisions for foreign shareholders - include with international investors

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, address, and corporate information

2. Schedule 2 - Initial Shareholding: Complete breakdown of shareholding structure and share classes

3. Schedule 3 - Reserved Matters: Detailed list of decisions requiring special approval

4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5 - Business Plan: Initial business plan and strategic objectives

6. Schedule 6 - Share Valuation Methodology: Agreed method for valuing shares for transfers

7. Appendix A - Board Composition: Current board structure and nomination rights

8. Appendix B - Company Policies: Key corporate policies referenced in the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Chairman
Companies Act
Company
Company Secretary
Completion
Confidential Information
Deed of Adherence
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Director
Initial Business Plan
Intellectual Property Rights
Material Adverse Effect
Memorandum of Association
New Securities
Ordinary Resolution
Parties
Person
Pre-emptive Rights
Prohibited Transfer
Qualified IPO
Related Party
Reserved Matters
SECP
Share Capital
Shareholder
Shares
Special Resolution
Subsidiary
Tag-Along Right
Transfer
Drag-Along Right
Valuation
Voting Rights
Working Day
Affiliate
Annual Budget
Board Meeting
Call Option
Competing Business
Completion Date
Default Notice
Dividend
Emergency Funding
Exit Event
Fair Value
General Meeting
Holding Company
Investment Amount
Key Management
Lien
Management Accounts
Notice
Observer
Put Option
Quorum
Regulatory Approval
Security Interest
Strategic Investor
Territory
Underlying Shares
Clauses
Interpretation
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Additional Funding
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Put and Call Options
Default
Deadlock Resolution
Dispute Resolution
Governing Law
Termination
Exit Provisions
Representations and Warranties
Share Valuation
Voting Rights
Board Committees
Corporate Governance
Financial Matters
Business Planning
Shareholder Obligations
Share Classes
Amendment Procedures
Notice Requirements
Assignment
Severability
Force Majeure
Indemnification
Regulatory Compliance
Related Party Transactions
Emergency Funding
Share Subscription
Intellectual Property
Dividend Distribution
Shareholder Veto Rights
Deed of Adherence
Restrictive Covenants
Entire Agreement
Company Administration
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Energy

Telecommunications

Agriculture

Education

Construction

Media and Entertainment

Transportation and Logistics

Food and Beverage

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Board Secretariat

Investment Relations

Risk Management

Corporate Strategy

Business Development

Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Board Director

Compliance Officer

Corporate Governance Officer

Investment Analyst

Business Development Manager

Risk Manager

Strategic Planning Director

Shareholder Relations Manager

Industries
Companies Act 2017: The primary legislation governing company formation, operation, and management in Pakistan. It provides the fundamental framework for corporate structures, shareholder rights, and corporate governance.
Securities Act 2015: Regulates the securities market and provides framework for issuance and transfer of shares, particularly important for provisions related to share transfers and rights.
Income Tax Ordinance 2001: Contains provisions related to taxation of share transfers, dividend distributions, and capital gains from share transactions.
Competition Act 2010: Relevant for provisions related to acquisition of shares that might result in market concentration or change of control.
Foreign Exchange Regulation Act 1947: Important if any foreign shareholders are involved, as it regulates foreign investment and repatriation of profits.
SECP Guidelines for Shareholders' Agreements: Regulatory guidelines issued by the Securities and Exchange Commission of Pakistan specific to shareholders' agreements and corporate governance.
Contract Act 1872: Provides the basic framework for contract formation and enforcement, essential for the validity of the shareholders' agreement.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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