The Simple Shareholders Agreement is a fundamental document used in German corporate structures to establish clear rules and procedures governing the relationship between shareholders. This document is particularly crucial when setting up or restructuring companies in Germany, whether they are GmbHs or AGs. It becomes essential when multiple shareholders are involved, or when specific arrangements regarding voting rights, share transfers, or corporate governance need to be established. The agreement must comply with German corporate law, particularly the GmbH-Gesetz or Aktiengesetz, depending on the company form. The Simple Shareholders Agreement typically includes provisions for share transfers, voting rights, management decisions, profit distribution, and dispute resolution, all tailored to meet German legal requirements while protecting shareholders' interests.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Capital and Shareholders: Details of share capital structure, shareholding percentages, and classes of shares
5. Management and Corporate Governance: Rules regarding management of the company, supervisory board (if applicable), and decision-making processes
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements
7. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Basic restrictions on transfer of shares, including right of first refusal
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of shares
3. Anti-Dilution Protection: Protection for existing shareholders against dilution in future share issues
4. Dividend Policy: Specific agreements on distribution of profits and dividend payments
5. Dead-Lock Resolution: Procedures for resolving situations where shareholders cannot agree on key decisions
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees
8. Intellectual Property Rights: Provisions regarding ownership and use of company IP, particularly relevant for technology companies
1. Details of the Company: Complete corporate information including registration details, share capital, and current directors
2. Initial Shareholding Structure: Detailed breakdown of shareholdings including share classes and numbers
3. Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Form of Deed of Adherence: Template for new shareholders to sign up to the agreement
5. Business Plan: Initial business plan and strategy (if relevant)
6. Shareholders' Particulars: Detailed information about each shareholder including contact details and notice addresses
7. Share Valuation Methodology: Agreed method for valuing shares for transfer purposes
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Professional Services
Real Estate
Retail and Consumer Goods
Healthcare and Life Sciences
Financial Services
Media and Entertainment
Energy and Utilities
Transportation and Logistics
Construction
Agriculture
Education and Training
Hospitality
Relevant Teams
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Development
Investor Relations
Strategy
Administrative
Relevant Roles
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Secretary
Board Member
Compliance Officer
Investment Manager
Business Development Director
Company Founder
Shareholder Relations Manager
Corporate Governance Officer
Risk Manager
Strategy Director
General Counsel
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