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Corporation Ownership Agreement
"I need a Corporation Ownership Agreement for a family-owned manufacturing business in Manila being restructured in January 2025, with provisions for transitioning from sole proprietorship to corporation structure and protecting minority shareholders' rights among family members."
1. Parties: Identification of all shareholders and the corporation, including their complete legal names and addresses
2. Background: Context of the agreement, including company formation details and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Share Capital and Ownership Structure: Details of authorized capital, issued shares, and ownership percentages
5. Rights and Obligations of Shareholders: Core shareholder rights, voting rights, dividend rights, and fundamental obligations
6. Transfer Restrictions: Limitations on share transfers, right of first refusal, tag-along and drag-along rights
7. Corporate Governance: Board composition, appointment rights, meeting procedures, and decision-making processes
8. Reserved Matters: Actions requiring special shareholder approval or unanimous consent
9. Dividend Policy: Rules and procedures for declaring and distributing dividends
10. Information Rights: Shareholders' rights to company information and financial statements
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Dispute Resolution: Procedures for resolving disputes, including mediation and arbitration provisions
14. General Provisions: Standard clauses including notices, amendments, governing law, and severability
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances
2. Tag-Along and Drag-Along Rights: Include when shareholders want specific exit rights or forced sale provisions
3. Anti-dilution Protection: Protection mechanisms for maintaining ownership percentage in case of share issuance
4. Foreign Ownership Compliance: Required when foreign shareholders are involved, detailing compliance with Philippine foreign ownership restrictions
5. Share Classes and Rights: Needed when multiple share classes with different rights exist
6. Management Provisions: Detailed management structure and responsibilities when shareholders are involved in day-to-day operations
7. Deadlock Resolution: Special provisions for resolving deadlock situations in 50-50 ownership structures
8. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
9. Put and Call Options: Special share purchase rights in specific circumstances
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and current shareholding
2. Schedule 2 - Reserved Matters: Comprehensive list of matters requiring special or unanimous approval
3. Schedule 3 - Initial Officers and Directors: List of initial board members and corporate officers
4. Schedule 4 - Share Valuation Methodology: Agreed methods for valuing shares for transfer purposes
5. Schedule 5 - Corporate Governance Procedures: Detailed procedures for board and shareholder meetings
6. Appendix A - Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Appendix B - Articles of Incorporation: Copy of the company's Articles of Incorporation
8. Appendix C - By-laws: Copy of the company's By-laws
Authors
Manufacturing
Technology
Real Estate
Retail
Professional Services
Financial Services
Healthcare
Energy
Agriculture
Transportation and Logistics
Construction
Hospitality
Mining
Education
Media and Entertainment
Legal
Corporate Secretariat
Compliance
Finance
Executive Leadership
Board of Directors
Corporate Governance
Risk Management
Shareholder Relations
Investment
Chief Executive Officer
Corporate Secretary
Legal Counsel
Chief Legal Officer
Corporate Lawyer
Business Development Director
Chief Financial Officer
Investment Manager
Compliance Officer
Company Director
Board Member
Managing Director
Corporate Governance Officer
Shareholder Relations Manager
Risk Management Officer
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