The Simple Shareholders Agreement is a critical document used when establishing or formalizing relationships between shareholders in a Philippine corporation. It becomes particularly relevant when setting up a new company, bringing in new shareholders, or formalizing existing shareholder arrangements. This agreement, governed by Philippine law and compliant with the Revised Corporation Code, typically includes provisions for share transfers, voting rights, board composition, and protection of minority interests. The document serves as a cornerstone for corporate governance, helping prevent and resolve potential conflicts between shareholders while providing a clear framework for company decision-making. Unlike more complex shareholders agreements, this simplified version focuses on essential provisions while remaining comprehensive enough to protect all parties' interests.
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1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company information and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholdings: Details the company's share capital structure and current shareholdings
5. Shareholders' Rights and Obligations: Outlines core rights and obligations of shareholders, including voting rights and dividend policies
6. Management and Operation: Describes how the company will be managed, including board composition and decision-making processes
7. Transfer of Shares: Sets out the rules and restrictions for transferring shares, including right of first refusal
8. Reserved Matters: Lists decisions requiring special shareholder approval
9. Confidentiality: Obligations regarding confidential information
10. Dispute Resolution: Procedures for resolving disputes between shareholders
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Tag-Along Rights: Gives minority shareholders the right to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Allows majority shareholders to force minority shareholders to join in the sale of shares
3. Anti-Dilution Provisions: Protects shareholders from dilution in case of new share issuances
4. Deadlock Resolution: Specific procedures for resolving management deadlocks, particularly useful for 50/50 shareholdings
5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
6. Non-Compete and Non-Solicitation: Restrictions on shareholders competing with the company or poaching employees
7. Dividend Policy: Detailed provisions on dividend distribution if specific policy needed
8. Share Valuation: Methodology for valuing shares in various transfer scenarios
1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors
2. Schedule 2: Shareholding Structure: Detailed breakdown of share capital and shareholdings
3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special majority or unanimous approval
4. Schedule 4: Deed of Adherence: Template for new shareholders to sign up to the agreement
5. Schedule 5: Share Valuation Principles: Detailed methodology for share valuation
6. Schedule 6: Business Plan: Initial business plan or strategy (if applicable)
7. Schedule 7: Board Composition: Details of current board members and rules for board composition
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Retail
Professional Services
Real Estate
Financial Services
Healthcare
Food and Beverage
E-commerce
Agriculture
Construction
Education
Tourism
Transportation and Logistics
Relevant Teams
Legal
Corporate Secretariat
Executive Leadership
Finance
Compliance
Corporate Governance
Board of Directors
Investment
Business Development
Relevant Roles
CEO
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Business Development Manager
Investment Manager
Board Member
Corporate Governance Officer
Compliance Officer
Executive Director
Shareholder Representative
Corporate Secretary
Legal Manager
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