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Company Agreement
"I need a Company Agreement for a Hong Kong technology startup with three founding shareholders, including provisions for future investment rounds and an employee share option plan to be implemented by March 2025."
1. Parties: Identification of all parties entering into the agreement, including full legal names and registration details
2. Background: Context of the agreement, including the purpose of forming the company and any relevant historical information
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document
4. Company Name and Business: Specification of the company name, registered office, and nature of business
5. Share Capital and Shareholdings: Details of share capital structure, classes of shares, and initial shareholding allocation
6. Directors and Management: Appointment, removal, and powers of directors, board composition, and management structure
7. Shareholders' Rights and Obligations: Rights, responsibilities, and obligations of shareholders, including voting rights and dividend policies
8. Meetings and Resolutions: Procedures for board and shareholders' meetings, voting mechanisms, and resolution requirements
9. Share Transfer Restrictions: Restrictions on transfer of shares, pre-emption rights, and transfer procedures
10. Financial Matters: Financial management, accounts, audits, and dividend distribution policies
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Termination: Circumstances and procedures for terminating the agreement
13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for dispute resolution
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along and Drag-Along Rights: Optional provisions for share sale mechanisms, particularly useful for companies with multiple shareholders
2. Non-Competition and Non-Solicitation: Restrictions on competitive activities, relevant when protecting company interests from shareholder competition
3. Intellectual Property Rights: Provisions regarding ownership and protection of IP, essential for technology or creative businesses
4. Employee Share Option Plan: Framework for employee share ownership, relevant when planning employee incentivization
5. Deadlock Resolution: Mechanisms for resolving shareholder disputes, particularly important for 50/50 joint ventures
6. Corporate Social Responsibility: Commitments to social and environmental responsibilities, relevant for companies with ESG focus
7. International Operations: Provisions for international business activities, relevant for companies operating across borders
8. Alternative Dispute Resolution: Mediation and arbitration procedures, useful for companies preferring alternatives to court litigation
1. Schedule 1: Details of the Company: Company registration details, registered office, and company secretary information
2. Schedule 2: Initial Shareholdings: Detailed breakdown of initial share allocation and share classes
3. Schedule 3: Reserved Matters: List of decisions requiring special approval from directors or shareholders
4. Schedule 4: Board Composition: Details of initial board members and any special appointment rights
5. Schedule 5: Business Plan: Initial business plan and strategic objectives
6. Schedule 6: Share Valuation Methodology: Agreed methods for valuing shares for transfer purposes
7. Appendix A: Form of Share Transfer Notice: Template for share transfer notifications
8. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Education
Trading and Distribution
Construction
Hospitality
E-commerce
Media and Entertainment
Telecommunications
Logistics and Transportation
Legal
Corporate Governance
Compliance
Board of Directors
Executive Management
Company Secretariat
Finance
Risk Management
Corporate Affairs
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Managing Director
Chief Legal Officer
Corporate Governance Officer
Investment Director
Shareholder Relations Manager
Risk Management Officer
Business Development Director
Company Founder
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