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Articles Of Association And Shareholders Agreement
"Need Articles of Association and Shareholders Agreement for a new tech startup launching in March 2025, with three founding shareholders contributing different amounts of capital and expertise, requiring specific provisions for future funding rounds and employee share schemes."
1. Parties: Identification of the company and all founding shareholders
2. Background: Context of company formation and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the document and interpretation rules
4. Company Name and Office: Official company name and registered office address
5. Objects and Powers: Purpose of the company and its permitted activities
6. Share Capital: Structure of share capital, classes of shares, and rights attached
7. Issue and Transfer of Shares: Rules governing the issuance of new shares and transfer restrictions
8. Shareholders Meetings: Procedures for calling and conducting shareholder meetings
9. Directors and Officers: Appointment, removal, and powers of directors and officers
10. Board Meetings: Procedures for board meetings, voting, and resolutions
11. Management and Operation: Day-to-day management rules and operational procedures
12. Financial Matters: Financial management, dividends, and distribution policies
13. Pre-emptive Rights: Shareholders' rights regarding new share issues
14. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
15. Deadlock Resolution: Procedures for resolving shareholder disputes
16. Confidentiality: Protection of company and shareholder confidential information
17. Termination: Circumstances and procedures for agreement termination
18. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. B-BBEE Provisions: Specific provisions for B-BBEE compliance, used when company needs to meet specific B-BBEE requirements
2. Multiple Share Classes: Detailed provisions for different share classes, used when company has multiple share classes
3. Dividend Policy: Specific dividend distribution rules, used when shareholders want predetermined dividend arrangements
4. Reserved Matters: List of decisions requiring special majority or unanimous consent, used for companies with complex governance needs
5. Anti-dilution Protection: Provisions protecting against share dilution, important for companies planning future funding rounds
6. Put and Call Options: Specific share purchase rights, used when shareholders want additional exit mechanisms
7. Intellectual Property Rights: Special IP provisions, important for technology or innovation-focused companies
8. Employee Share Scheme: Provisions for employee share ownership, used when company plans to offer shares to employees
1. Schedule 1: Details of Shareholders: Complete list of shareholders with their shareholding details
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights
3. Schedule 3: Deed of Adherence: Template for new shareholders to sign when joining
4. Schedule 4: Reserved Matters: Comprehensive list of matters requiring special approval
5. Schedule 5: Company Business Plan: Initial business plan and strategy
6. Schedule 6: Board Composition: Details of initial board structure and appointments
7. Schedule 7: Prescribed Officers: List of prescribed officers and their roles
8. Appendix A: Share Certificate Template: Standard form of share certificate
9. Appendix B: Transfer Form: Standard share transfer form
Authors
AGM
Appointed Director
Articles
Auditors
B-BBEE
Board
Business
Business Day
Business Plan
CIPC
Companies Act
Company
Company Secretary
Confidential Information
Connected Person
Control
Deed of Adherence
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Group
Holding Company
Independent Director
Initial Shareholders
Intellectual Property Rights
JSE
Material Contract
Memorandum of Incorporation
MOI
Notice
Ordinary Resolution
Ordinary Shares
Parties
Pre-emptive Rights
Prescribed Officer
Protected Provisions
Rand
Related Party
Reserved Matters
FICA
Share Capital
Shareholders
Shareholders Agreement
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferee
Transferor
Trigger Event
VAT
Company Formation
Share Capital
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Board Composition
Board Powers
Director Appointment
Director Removal
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Dividend Rights
Information Rights
Confidentiality
Non-Competition
Dispute Resolution
Deadlock
B-BBEE Compliance
Financial Matters
Business Planning
Anti-dilution
Put and Call Options
Exit Provisions
Default
Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Share Certificates
Company Secretary
Corporate Governance
Shareholder Obligations
Decision Making
Quorum Requirements
Electronic Communications
Indemnification
Technology
Manufacturing
Financial Services
Professional Services
Retail
Healthcare
Real Estate
Mining
Agriculture
Transportation
Energy
Media and Entertainment
Education
Construction
Hospitality
Legal
Corporate Governance
Executive Management
Finance
Compliance
Risk Management
Corporate Affairs
Business Development
Company Secretariat
Board of Directors
CEO
Company Secretary
Legal Counsel
Chief Financial Officer
Managing Director
Board Director
Compliance Officer
Corporate Governance Officer
Legal Director
Finance Director
Chief Operating Officer
Investment Manager
Risk Manager
Corporate Attorney
Business Development Director
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