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Company Ownership Agreement
I need a Company Ownership Agreement for a Danish technology startup with three founding shareholders, including specific provisions for future investor rights and an anti-dilution mechanism, as we're planning to seek venture capital funding in March 2025.
1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, company history, and purpose of the arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Company Structure and Ownership: Details of company shares, ownership percentages, and share classes
5. Rights and Obligations of Owners: Fundamental rights and responsibilities of shareholders
6. Transfer of Shares: Rules and procedures for transferring ownership, including right of first refusal
7. Corporate Governance: Management structure, board composition, and decision-making processes
8. Shareholders' Meetings: Procedures for conducting shareholders' meetings and voting rights
9. Financial Matters: Dividend policy, capital contributions, and financial reporting requirements
10. Confidentiality: Obligations regarding company and shareholder information
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Term and Termination: Duration of the agreement and conditions for termination
13. Governing Law: Specification of Danish law as governing law and jurisdiction
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sale of majority shares
2. Drag-Along Rights: Optional section enabling majority shareholders to force minority shareholders to join in a sale
3. Anti-Dilution Provisions: Protection against ownership dilution in case of new share issuance
4. Intellectual Property Rights: Relevant for companies with significant IP assets
5. Employment Obligations: For agreements where shareholders are also employees
6. Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
7. Exit Strategy: Detailed procedures for company sale or IPO
8. Deadlock Resolution: Specific procedures for resolving management deadlocks
9. Preemptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issues
1. Schedule 1: Share Capital and Ownership Structure: Detailed breakdown of share ownership, share classes, and voting rights
2. Schedule 2: Initial Business Plan: Company's current business plan and strategic objectives
3. Schedule 3: Deed of Adherence: Template for new shareholders joining the agreement
4. Schedule 4: Valuation Methods: Agreed methods for company and share valuation
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Schedule 6: Company's Articles of Association: Current articles of association
7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making
8. Schedule 8: Dividend Policy: Detailed policy for dividend calculations and distributions
Authors
Technology and Software
Manufacturing
Professional Services
Financial Services
Healthcare
Real Estate
Retail and Consumer Goods
Energy and Utilities
Media and Entertainment
Transport and Logistics
Agriculture and Food Production
Construction and Engineering
Biotechnology
Consulting Services
Education and Training
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Finance
Corporate Affairs
Risk Management
Investment Relations
Strategic Planning
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Board Director
Managing Director
Corporate Governance Officer
Compliance Officer
Investment Manager
Shareholder Relations Manager
Business Development Director
Corporate Strategy Director
Risk Management Officer
General Counsel
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