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Shareholder Redemption Agreement Template for Ireland

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Key Requirements PROMPT example:

Shareholder Redemption Agreement

"I need a Shareholder Redemption Agreement for our Irish tech startup where we're buying back 15% of shares from a departing founder by March 2025, with payment to be made in three installments."

Document background
The Shareholder Redemption Agreement is a crucial document used when an Irish company wishes to buy back its own shares from one or more shareholders. This agreement is particularly relevant in scenarios such as shareholder exits, company restructuring, or capital reduction exercises. The document must comply with Irish company law, particularly the Companies Act 2014, and address various legal and financial aspects including capital maintenance rules, financial assistance provisions, and tax implications. The agreement typically includes detailed provisions about the redemption price calculation, payment terms, conditions precedent, completion mechanics, warranties, and tax matters. It serves to protect both the company's and the shareholders' interests while ensuring the transaction is properly documented and legally compliant. This type of agreement requires careful consideration of corporate governance requirements and often involves input from legal and financial advisors to ensure all regulatory requirements are met.
Suggested Sections

1. Parties: Identifies the company and the shareholder(s) whose shares are being redeemed

2. Background: Recitals explaining the context of the redemption and confirming the company's authority to redeem shares

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Agreement to Redeem: Core terms of the redemption including number of shares, class, and redemption price

5. Completion: Details of when and how the redemption will be completed, including delivery of share certificates and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before the redemption can proceed

7. Warranties: Representations and warranties from both the company and the selling shareholder

8. Tax Provisions: Handling of tax implications and responsibilities

9. Confidentiality: Obligations to keep the terms of the agreement confidential

10. Notices: How formal notices under the agreement should be given

11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments

Optional Sections

1. Pre-completion Obligations: Used when there are specific actions required before completion, such as obtaining third-party consents

2. Post-completion Obligations: Used when there are continuing obligations after the redemption, such as non-compete provisions

3. Drag-along Rights: Included when remaining shareholders have rights to force participation in future transactions

4. Tag-along Rights: Included when remaining shareholders have rights to participate in future transactions

5. Dispute Resolution: Detailed dispute resolution procedures, used when parties want specific mechanisms beyond court proceedings

6. Director Resignation: Used when the selling shareholder is also a director who will be resigning

7. Employee Matters: Required when the selling shareholder is also an employee whose employment status needs to be addressed

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of the shares being redeemed, including share certificate numbers and share history

2. Schedule 2 - Completion Requirements: Checklist of documents and actions required at completion

3. Schedule 3 - Warranties: Detailed warranties given by the selling shareholder

4. Schedule 4 - Company Resolutions: Form of board and shareholder resolutions required to approve the redemption

5. Schedule 5 - Calculation of Redemption Price: Details of how the redemption price was calculated, including any valuation methodology

6. Appendix A - Share Transfer Form: Form of share transfer to be executed at completion

7. Appendix B - Payment Details: Bank account and payment instruction details

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

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Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Media and Entertainment

Energy

Agriculture

Transportation and Logistics

Construction

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Compliance

Corporate Development

Treasury

Board of Directors

Corporate Governance

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Financial Director

Company Director

Board Member

Shareholder

Corporate Governance Officer

Tax Director

Finance Manager

Compliance Officer

General Counsel

Corporate Advisory Director

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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