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Share Allocation Agreement Template for Australia

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Key Requirements PROMPT example:

Share Allocation Agreement

"I need a Share Allocation Agreement for issuing 100,000 ordinary shares to three senior executives as part of our employee incentive scheme, with a 3-year vesting period starting from March 2025 and including performance-based conditions linked to company revenue targets."

Document background
A Share Allocation Agreement is a crucial document used in Australian corporate transactions when a company wishes to issue new shares or transfer existing shares to specified recipients. This agreement is commonly utilized in various scenarios including capital raising, employee share schemes, corporate restructuring, or strategic investments. The document must comply with Australian corporate law, particularly the Corporations Act 2001, and addresses key aspects such as share class rights, issue price, completion mechanics, and any conditions precedent. It's essential for maintaining proper corporate governance and creating a clear record of share ownership changes. The agreement typically includes detailed provisions about the shares being allocated, warranties from both parties, and various corporate and regulatory requirements specific to Australian jurisdiction. Share Allocation Agreements are particularly important for maintaining transparency and legal compliance in corporate share structures while protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company issuing shares and the recipient(s)

2. Background: Context of the share allocation, including company status, existing share structure, and purpose of the allocation

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Agreement to Issue Shares: Core terms of the share allocation including number, class, and price of shares

5. Conditions Precedent: Any conditions that must be satisfied before the share allocation can proceed

6. Completion: Process and requirements for completing the share allocation, including timing and mechanics

7. Warranties and Representations: Standard warranties from both the company and the recipient regarding capacity, authority, and share status

8. Share Rights and Restrictions: Details of the rights attached to the shares and any restrictions on transfer or dealing

9. Confidentiality: Obligations regarding confidential information shared during the process

10. Costs and Stamp Duty: Allocation of transaction costs and stamp duty responsibilities

11. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Employee Share Scheme Provisions: Required when shares are being allocated as part of an employee incentive scheme

2. Vesting Conditions: Needed when shares are subject to vesting periods or performance conditions

3. Tag-Along and Drag-Along Rights: Include when shareholders require specific exit rights

4. Pre-emptive Rights: Include when existing shareholders have first right of refusal on future share transfers

5. Put and Call Options: Required when parties want rights to force purchase/sale in specific circumstances

6. Multiple Tranche Provisions: Include when shares are to be allocated in multiple stages

7. Foreign Investment Conditions: Required when recipient includes foreign investors subject to FIRB approval

8. Security Interests: Include when shares are subject to any form of security or charge

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure before and after the allocation

2. Form of Share Certificate: Template of the share certificate to be issued

3. Completion Requirements: Checklist of documents and actions required for completion

4. Constitution Excerpts: Relevant excerpts from the company constitution regarding share rights

5. Deed of Accession: Form of deed for recipient to accede to shareholders agreement if applicable

6. Board Resolution: Pro-forma board resolution approving the share allocation

7. ASIC Forms: Required ASIC forms for lodgment post-completion

8. Share Valuation Report: Independent valuation report if required for the allocation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


















































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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Mining and Resources

Real Estate

Agriculture

Entertainment

Education

Construction

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Human Resources

Compliance

Board of Directors

Executive Leadership

Company Secretariat

Risk Management

Corporate Advisory

Investment

Share Registry

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Finance Director

HR Director

Compliance Officer

Board Director

Share Plan Administrator

Corporate Governance Manager

Investment Manager

Equity Partners

Managing Director

Financial Controller

Corporate Advisory Manager

Business Development Director

Risk Manager

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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