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Family Business Shareholders Agreement
"Need a Family Business Shareholders Agreement for our third-generation manufacturing company with 200 employees, planning to transfer leadership to the fourth generation by March 2025, including provisions for both active and passive family shareholders and B-BBEE compliance requirements."
1. Parties: Identification of all shareholders and the company, including their full legal names and addresses
2. Background: History of the family business, current ownership structure, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholders: Details of share classes, rights attached to shares, and current shareholding structure
5. Management and Control: Board composition, appointment of directors, voting rights, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting requirements
7. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights
8. Succession Planning: Rules for generational transfer of shares, leadership succession, and entry/exit of family members
9. Dividend Policy: Framework for declaration and distribution of dividends, reinvestment policies
10. Employment of Family Members: Conditions and policies for family members' employment in the business
11. Dispute Resolution: Procedures for resolving conflicts between family members and shareholders
12. Confidentiality: Obligations regarding business and family information confidentiality
13. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Family Council: Structure and role of a family council in governance, used when the family wants formal separation between family and business matters
2. Family Trust Provisions: Specific provisions relating to family trusts as shareholders, needed when trust structures are used
3. B-BBEE Compliance: Provisions ensuring compliance with B-BBEE requirements, necessary for businesses requiring specific B-BBEE levels
4. Intellectual Property: Provisions dealing with family business IP rights, important for businesses with significant IP assets
5. Non-Competition: Restrictions on shareholders competing with the business, useful for protecting business interests
6. Family Member Loans: Terms for loans between family members and the business, needed when internal financing is common
7. External Investment: Procedures for accepting external investors, relevant for businesses planning external capital raising
8. Family Values and Mission: Statement of family values and business mission, useful for maintaining family culture
1. Schedule 1: Current Shareholding: Detailed breakdown of current share ownership and share classes
2. Schedule 2: Reserved Matters: List of decisions requiring special majority or unanimous consent
3. Schedule 3: Share Valuation Methods: Agreed methods for valuing shares for transfer purposes
4. Schedule 4: Family Employment Policy: Detailed policies regarding employment of family members
5. Schedule 5: Deed of Adherence: Template for new shareholders to sign up to the agreement
6. Schedule 6: Family Constitution: Family governance rules and principles
7. Schedule 7: Board Composition: Current board structure and representation rights
8. Appendix A: Family Business Organizational Chart: Current management and ownership structure diagram
Authors
Annual General Meeting
Applicable Laws
B-BBEE
Board
Business
Business Day
Company
Companies Act
Confidential Information
Control
Director
Dividend
Effective Date
Eligible Family Member
Encumbrance
Fair Market Value
Family Council
Family Constitution
Family Member
Family Trust
Financial Year
First Generation Shareholder
Founding Members
Good Standing
Independent Director
Initial Shareholders
Insolvency Event
Legitimate Family Interest
Material Transaction
MOI
Next Generation Shareholder
Ordinary Resolution
Parties
Permitted Transfer
Prohibited Transfer
Qualifying Shares
Related Party
Reserved Matters
ROFR Notice
Share Capital
Shareholder
Special Resolution
Spouse
Succession Plan
Tag-Along Rights
Transfer
Trust Deed
Valuation Date
Voting Rights
Share Capital and Rights
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Dividend Policy
Family Employment
Succession Planning
Non-Competition
Confidentiality
Dispute Resolution
Family Council Governance
Information Rights
Exit Mechanisms
Valuation
Death and Disability
Marriage and Divorce
Trust Provisions
B-BBEE Compliance
Amendment Procedures
Termination
Notices
Governing Law
Force Majeure
Warranties and Representations
Assignment
Severability
Costs
Entire Agreement
Retail
Manufacturing
Agriculture
Professional Services
Construction
Hospitality
Real Estate
Mining
Technology
Healthcare
Transportation
Education
Food and Beverage
Automotive
Wholesale Distribution
Legal
Corporate Governance
Board of Directors
Executive Management
Family Office
Company Secretariat
Compliance
Risk Management
Finance
Strategic Planning
CEO
Managing Director
Company Secretary
Chief Financial Officer
Family Office Manager
Board Director
Chairman
Legal Counsel
Corporate Governance Officer
Succession Planning Manager
Family Council Chair
Business Development Director
Chief Operations Officer
Compliance Officer
Risk Manager
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