The Non Compete Shareholders Agreement is a critical document for Australian companies seeking to protect their business interests while maintaining effective shareholder relationships. It is particularly relevant when shareholders have access to sensitive business information, industry expertise, or significant client relationships that could pose a competitive threat if used outside the company. The agreement combines traditional shareholder provisions (such as share transfer restrictions and voting rights) with specific non-compete clauses that must be carefully drafted to ensure enforceability under Australian law. Typically used in private companies, startups, and professional services firms, this agreement helps prevent shareholders from competing with the company while holding shares or for a specified period after their exit. The document must balance the legitimate business interests of the company with reasonable restrictions that will be upheld by Australian courts.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, existing shareholdings, and business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limits
5. Confidentiality: Protection of company's confidential information and trade secrets
6. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
7. Pre-emptive Rights: Right of first refusal for existing shareholders when shares are being sold
8. Drag and Tag Rights: Provisions for majority shareholders to force sale (drag-along) and minority shareholders to join sale (tag-along)
9. Dispute Resolution: Process for resolving disputes between shareholders
10. Term and Termination: Duration of the agreement and circumstances for termination
11. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Put and Call Options: Optional provisions for forced buy/sell arrangements between shareholders
2. Dead Lock Resolution: Include when there are equal shareholdings to resolve management deadlocks
3. Management Provisions: Include when shareholders are also involved in company management
4. Non-Solicitation: Additional restrictions on approaching employees, customers, or suppliers
5. Intellectual Property Rights: Include when shareholders have contributed IP or have access to company IP
6. Good/Bad Leaver Provisions: Include when shareholders are also employees to handle share transfers upon employment termination
1. Schedule 1 - Shareholder Details: List of shareholders with their shareholdings and contact details
2. Schedule 2 - Restricted Activities: Detailed list of prohibited competitive activities
3. Schedule 3 - Restricted Territory: Geographic areas where non-compete restrictions apply
4. Schedule 4 - Share Transfer Procedures: Detailed procedures for share valuation and transfer process
5. Schedule 5 - Deed of Accession: Template for new shareholders to join the agreement
6. Appendix A - Company Information: Company details, business description, and current structure
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