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Limited Company Agreement

Limited Company Agreement Template for Australia

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Key Requirements PROMPT example:

Limited Company Agreement

"I need a Limited Company Agreement for a technology startup with three equal shareholders who will all serve as directors, including specific provisions for future investment rounds and an employee share scheme to be implemented by March 2025."

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Document background
The Limited Company Agreement serves as the foundational document for establishing and operating a limited company in Australia. It is typically used when incorporating a new company or formalizing the arrangement between existing shareholders and directors. The agreement must comply with the Corporations Act 2001 and other relevant Australian legislation, providing a comprehensive framework for company governance, share ownership, management structure, and operational procedures. This document is essential for protecting shareholder interests, establishing clear management protocols, and ensuring proper corporate governance. It includes detailed provisions for share transfers, decision-making processes, dispute resolution, and exit mechanisms, making it a crucial tool for both startup companies and established businesses operating under Australian jurisdiction.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including shareholders and initial directors

2. Background: Sets out the context and purpose for establishing the company and entering into the agreement

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

4. Company Formation: Details of company establishment, including company type, registered office, and business objectives

5. Share Capital: Structure of share capital, classes of shares, and rights attached to shares

6. Share Transfers: Procedures and restrictions for transferring shares, including pre-emptive rights

7. Shareholders' Rights and Obligations: Rights, responsibilities, and obligations of shareholders

8. Directors and Management: Appointment, removal, and powers of directors, and management structure

9. Meetings: Procedures for shareholder and director meetings, including voting rights

10. Financial Matters: Financial management, dividends, and maintenance of accounts

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company

13. Termination: Circumstances and procedures for terminating the agreement

14. General Provisions: Standard boilerplate clauses including notices, governing law, and amendment procedures

Optional Sections

1. Tag Along and Drag Along Rights: Include when shareholders want provisions for collective sale rights

2. Intellectual Property: Include when the company owns or develops significant IP assets

3. Non-Competition and Non-Solicitation: Include when restrictions on shareholder business activities are needed

4. Employee Share Scheme: Include when the company plans to offer shares to employees

5. External Financing: Include when the company anticipates seeking external investment

6. Dead Lock Provisions: Include for companies with equal shareholding structures

7. Put and Call Options: Include when shareholders want specific share purchase rights

8. Board Committees: Include for larger companies requiring specialized oversight committees

Suggested Schedules

1. Schedule 1: Details of Shareholders: List of initial shareholders with their shareholdings and contact details

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights

3. Schedule 3: Initial Directors: Details of initial directors and their positions

4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Schedule 5: Company Business Plan: Initial business plan and objectives

6. Schedule 6: Share Valuation Methods: Agreed methods for valuing shares for transfers or exits

7. Appendix A: Form of Share Transfer Notice: Template for share transfer notifications

8. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































Clauses








































Relevant Industries

Professional Services

Technology

Manufacturing

Retail

Healthcare

Financial Services

Construction

Real Estate

Mining and Resources

Agriculture

Education

Hospitality

Transportation and Logistics

Media and Entertainment

Consulting

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Risk Manager

Board Member

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

Business Development Manager

Investment Manager

Financial Controller

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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