Partnership Shareholder Agreement Template for United States

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Key Requirements PROMPT example:

Partnership Shareholder Agreement

"I need a Partnership Shareholder Agreement for a tech startup with three founding partners, where two partners will contribute equal capital and one partner will contribute intellectual property, with specific provisions for future funding rounds and potential exits by January 2025."

Document background
The Partnership Shareholder Agreement is essential when two or more individuals or entities come together to form a business where ownership is represented through shares. This document is particularly important in the United States, where it helps prevent future disputes by clearly defining ownership rights, management responsibilities, profit-sharing arrangements, and exit strategies. It combines elements of both partnership and corporate law, making it suitable for hybrid business structures where partners hold shares in the company. The agreement typically includes provisions for capital contributions, voting rights, transfer restrictions, and buyout procedures.
Suggested Sections

1. Parties: Identifies all partners/shareholders and their contact details

2. Background: Context of the partnership and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Capital Contributions: Details of initial and ongoing capital contributions

5. Ownership Structure: Distribution of shares and ownership rights

6. Management and Control: Governance structure and decision-making processes

7. Profit and Loss Distribution: How profits and losses will be shared

8. Transfer Restrictions: Rules regarding the transfer of shares

Optional Sections

1. Tag-Along Rights: Minority shareholder protection provisions that allow minority shareholders to join in the sale of shares on the same terms as majority shareholders

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of shares

3. Non-Compete Provisions: Restrictions on partners/shareholders engaging in competitive activities during and after their involvement

4. Intellectual Property Rights: Provisions governing ownership, use, and protection of intellectual property within the partnership

Suggested Schedules

1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial investment

2. Schedule B - Shareholder Information: Complete details of all shareholders and their shareholdings

3. Schedule C - Business Plan: Initial business plan and financial projections

4. Schedule D - Valuation Methodology: Agreed methods for valuing shares for various purposes

5. Appendix 1 - Board Resolution Template: Standard format for recording board decisions

6. Appendix 2 - Share Transfer Form: Standard form for executing share transfers

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

Relevant legal definitions
Clauses
Industries

Internal Revenue Code: Federal tax legislation governing the tax implications of partnership structures and shareholder distributions

Securities Act of 1933: Federal law governing the issuance of securities and registration requirements

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and ongoing reporting requirements

Uniform Commercial Code: Standardized set of business laws regulating commercial transactions

State Corporation Laws: State-specific legislation governing formation and operation of corporations

State Partnership Laws: State-specific legislation governing formation and operation of partnerships

State LLC Acts: State-specific legislation governing formation and operation of limited liability companies

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities

SEC Regulations: Federal regulatory framework for securities markets and enforcement

Contract Law Principles: Common law principles governing formation and enforcement of contracts

Fiduciary Duty Laws: Legal principles governing duties of care, loyalty, and good faith owed by partners and shareholders

Business Judgment Rule: Legal doctrine protecting business decisions made in good faith by corporate officers

Corporate Governance Principles: Guidelines and rules for directing and controlling business entities

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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