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Startup Shareholder Agreement
"I need a Startup Shareholder Agreement for my Belgian fintech startup launching in March 2025, with provisions for three co-founders and two angel investors, including specific vesting schedules and technology IP protection clauses."
1. Parties: Identification of all shareholders and the company, including their full legal names, addresses, and registration details
2. Background: Context of the agreement, including company formation details and purpose of the shareholder agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Capital Structure: Details of the company's share capital, different share classes, and rights attached to shares
5. Transfer Restrictions: Restrictions on the transfer of shares, including right of first refusal and tag-along rights
6. Corporate Governance: Rules regarding board composition, appointment rights, and decision-making processes
7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights and majorities
8. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
9. Anti-dilution Protection: Provisions protecting shareholders from dilution in future funding rounds
10. Exit Provisions: Terms governing company sale, IPO, or other exit events
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes between shareholders
15. Governing Law: Specification of Belgian law as governing law and jurisdiction
1. Founder Commitments: Specific obligations and commitments of founders, used when founders retain operational roles
2. Investor Rights: Special rights for investors, including information rights and board representation, used when there are institutional investors
3. Employee Share Scheme: Framework for employee share ownership, used when the startup plans to implement ESOP
4. Intellectual Property Rights: Detailed IP ownership and transfer provisions, particularly important for technology startups
5. Dividend Policy: Specific rules for dividend distributions, used when shareholders want to establish clear dividend parameters
6. Drag-Along Rights: Forcing minority shareholders to join in sale of company, used in agreements with venture capital involvement
7. Dead-Lock Resolution: Specific procedures for resolving management dead-locks, important for 50/50 ownership structures
8. Good Leaver/Bad Leaver: Provisions dealing with departing shareholders, particularly relevant for founder-heavy startups
1. Schedule 1: Cap Table: Current shareholding structure showing all shareholders and their respective shareholdings
2. Schedule 2: Company Information: Detailed company information including registration details, registered office, and directors
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Share Transfer Procedures: Detailed procedures and forms for implementing share transfers
5. Schedule 5: Valuation Methodology: Agreed methods for valuing shares in various transfer scenarios
6. Schedule 6: Board Regulations: Detailed rules governing board operations and decision-making
7. Schedule 7: Share Rights: Detailed rights attached to different share classes
8. Appendix A: Deed of Adherence: Template document for new shareholders joining the agreement
9. Appendix B: Power of Attorney: Standard form of power of attorney for share transfers
10. Appendix C: Tag Along Notice: Template for exercising tag-along rights
Authors
Technology
Biotechnology
Financial Technology
E-commerce
Software Development
Healthcare Technology
Clean Technology
Digital Media
Artificial Intelligence
Internet of Things
Renewable Energy
Professional Services
Manufacturing Innovation
Food Technology
Digital Entertainment
Legal
Finance
Executive Leadership
Corporate Development
Compliance
Investment Relations
Board of Directors
Corporate Governance
Strategic Planning
Business Development
CEO
Founder
Co-founder
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Chief Financial Officer
Board Member
Company Secretary
Legal Director
Investment Director
Startup Attorney
Corporate Secretary
Chief Operating Officer
Head of Business Development
Compliance Officer
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