The Startup Shareholder Agreement serves as a foundational document for Pakistani startups, establishing the legal framework for relationships between shareholders and the company. It becomes essential when a startup moves beyond initial formation to include multiple shareholders, particularly during funding rounds or when bringing in new investors. The agreement, governed by Pakistani law, particularly the Companies Act 2017, details share ownership, voting rights, transfer restrictions, and management rights. It provides mechanisms for dispute resolution, exit strategies, and protection of both majority and minority interests. This document is crucial for startups seeking to establish clear governance structures, attract investment, and ensure smooth operations while maintaining compliance with Pakistani regulatory requirements. The agreement typically includes provisions for future funding rounds, share dilution protection, and specific rights for different classes of shareholders.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company formation and business purpose
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of authorized and issued share capital, classes of shares
5. Share Transfer Restrictions: Right of first refusal, tag-along and drag-along rights
6. Management and Decision Making: Board composition, appointment rights, voting thresholds for key decisions
7. Shareholders' Rights and Obligations: Voting rights, information rights, and general obligations of shareholders
8. Reserved Matters: List of decisions requiring special majority or unanimous consent
9. Dividend Policy: Framework for declaring and distributing dividends
10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
11. Confidentiality: Protection of company and shareholder confidential information
12. Term and Termination: Duration of agreement and circumstances for termination
13. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-dilution Protection: Protection for investors against future down rounds, used when there are institutional investors
2. Founder Vesting: Vesting schedule for founder shares, typically used in early-stage startups
3. Employee Share Pool: Provisions for employee stock options, relevant when planning employee equity incentives
4. Intellectual Property Rights: Special provisions for IP ownership and transfer, crucial for technology startups
5. Non-compete and Non-solicitation: Restrictions on competitive activities, important for protecting company interests
6. Pre-emptive Rights: Rights of existing shareholders to participate in future funding rounds
7. Put and Call Options: Special share purchase rights, used in specific investment scenarios
8. Foreign Investment Provisions: Special clauses when foreign investors are involved, ensuring compliance with FERA
1. Schedule 1: Details of Shareholders: Complete information about all shareholders including contact details and shareholding
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Business Plan: Initial business plan and key milestones
5. Schedule 5: Initial Board Composition: Details of initial directors and their roles
6. Schedule 6: Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights
7. Schedule 7: Deed of Adherence: Template for new shareholders to join the agreement
8. Schedule 8: Valuation Methodology: Agreed methods for company valuation in various scenarios
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