The Startup Equity Contract is a fundamental document in Hong Kong's startup ecosystem, typically used when formalizing equity arrangements between founders, early employees, and investors. This contract type is essential when establishing or restructuring shareholding in a startup, particularly during investment rounds or when implementing employee share schemes. It must comply with Hong Kong's Companies Ordinance and related regulations, making it suitable for both early-stage startups and growing companies seeking additional investment. The document typically includes detailed provisions on share classes, voting rights, transfer restrictions, and corporate governance mechanisms, while also addressing specific requirements of the Hong Kong business environment and legal framework.
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1. Parties: Identification of all parties involved in the agreement, including the company, existing shareholders, and new investors
2. Background: Context of the agreement, including company status and purpose of the equity arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Capital and Ownership: Details of the company's share capital structure and current ownership
5. Share Subscription: Terms of the share subscription, including number of shares, price, and payment terms
6. Completion: Conditions precedent, completion mechanics, and timing of the share issuance
7. Representations and Warranties: Statements of fact and assurances from the company and existing shareholders
8. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges
9. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions
10. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be required to join in share sales
11. Board Composition: Structure and appointment rights for the board of directors
12. Reserved Matters: Decisions requiring special shareholder approval
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Procedures for resolving disputes between parties
15. Governing Law: Specification of Hong Kong law as governing law and jurisdiction
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when dealing with sophisticated investors
2. Founder Commitments: Specific obligations and commitments of founders, including non-compete and time dedication
3. Employee Share Option Pool: Terms for establishment and management of ESOP, if applicable
4. Liquidation Preference: Special rights on liquidation or exit, typically for preferred shareholders
5. Information Rights: Special information access rights for certain shareholders
6. Pre-emptive Rights: Rights of existing shareholders to participate in future funding rounds
7. Conversion Rights: Terms for converting preferred shares to ordinary shares, if applicable
8. Good/Bad Leaver Provisions: Consequences for founders/key employees leaving the company
9. IPO Rights: Special rights and obligations in case of an IPO
1. Schedule 1: Cap Table: Detailed breakdown of shareholding before and after the transaction
2. Schedule 2: Particulars of the Company: Company details including registration number, registered office, directors, etc.
3. Schedule 3: Warranties: Detailed list of warranties given by the company and existing shareholders
4. Schedule 4: Reserved Matters: Comprehensive list of matters requiring special approval
5. Schedule 5: Completion Requirements: Detailed list of documents and actions required for completion
6. Schedule 6: Key Terms of ESOP: Details of employee share option scheme if applicable
7. Appendix A: Share Certificate Form: Template for share certificates
8. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement
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