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New Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for a German tech startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and an IPO exit strategy targeted for March 2025."

Document background
The New Shareholder Agreement serves as a foundational document for companies operating under German law, establishing the framework for shareholder relationships and corporate governance. It becomes essential when setting up a new company, bringing in new investors, or reorganizing existing shareholder structures. The agreement must comply with German corporate law, particularly the GmbH-Gesetz for limited liability companies or Aktiengesetz for stock corporations. It typically includes provisions for share transfers, voting rights, management appointment rights, profit distribution, and dispute resolution mechanisms. The document is crucial for protecting both majority and minority shareholder interests while ensuring efficient company operation and decision-making processes. This New Shareholder Agreement should be tailored to specific company needs while maintaining compliance with mandatory German legal requirements and corporate governance standards.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, company history, and purpose of the arrangement

3. Definitions: Defined terms used throughout the agreement

4. Share Capital and Shareholdings: Details of company's share capital structure and current shareholdings

5. Management and Corporate Governance: Management structure, appointment rights, and decision-making processes

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

7. Transfer Restrictions: Limitations on share transfers and required approval processes

8. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties

9. Dividend Policy: Framework for profit distribution and dividend declarations

10. Information Rights: Shareholders' rights to company information and financial reports

11. Non-competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

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

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

3. Anti-Dilution Protection: Provisions protecting shareholders from equity dilution

4. Dead-Lock Resolution: Procedures for resolving management or shareholder deadlocks

5. Put and Call Options: Rights to force purchase or sale of shares under specific conditions

6. Employee Share Scheme: Framework for employee participation in share ownership

7. Intellectual Property Rights: Provisions regarding ownership and use of IP within the company

8. Additional Financing Obligations: Requirements for shareholders to provide additional capital

9. Business Plan Adherence: Commitment to specific business plans or strategies

10. Exit Strategy Provisions: Planned exit mechanisms such as IPO or trade sale procedures

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current share ownership

2. Articles of Association: Company's current articles of association

3. Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Business Plan: Current business plan and financial projections

5. Share Valuation Methodology: Agreed method for valuing shares in various circumstances

6. Deed of Adherence: Template for new shareholders to join the agreement

7. Management Structure: Detailed organizational chart and management responsibilities

8. Key Performance Indicators: Agreed metrics for monitoring company performance

9. Transfer Notice Template: Standard form for notifying intent to transfer shares

10. Anti-Money Laundering Documentation: Required AML verification documents for shareholders

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Professional Services

Energy

Transportation

Media and Entertainment

Telecommunications

Food and Beverage

Construction

Biotechnology

Software

E-commerce

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Compliance

Finance

Corporate Development

Investor Relations

Risk Management

Company Secretariat

Corporate Affairs

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Legal Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Company Secretary

Business Development Director

Shareholder Relations Manager

Corporate Governance Officer

Risk Manager

Investment Director

Private Equity Manager

Venture Capital Manager

Industries








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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