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Shareholder Operating Agreement Template for Australia

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Key Requirements PROMPT example:

Shareholder Operating Agreement

"I need a Shareholder Operating Agreement for a tech startup with three founding shareholders and plans to implement an employee share scheme by March 2025, including specific provisions for future funding rounds and investor rights."

Document background
The Shareholder Operating Agreement is a crucial document used when establishing or formalizing the operational structure of a company with multiple shareholders in Australia. It serves as a binding contract that defines the rights, obligations, and relationships between shareholders, while establishing clear protocols for company management and decision-making. This agreement becomes particularly important in private companies where shares are not publicly traded and shareholders have a more direct involvement in company operations. The document typically includes provisions for share transfers, voting rights, dividend policies, and dispute resolution, all while ensuring compliance with Australian corporate law. It's designed to prevent potential conflicts and provide clear solutions when disagreements arise, making it an essential tool for corporate governance and shareholder protection.
Suggested Sections

1. Parties: Identifies all shareholders and the company as parties to the agreement

2. Background: Sets out the context of the agreement, company details, and purpose

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Company Management: Details the management structure and decision-making processes

5. Shareholder Rights and Obligations: Outlines core rights, obligations, and responsibilities of shareholders

6. Share Capital and Issues: Addresses share structure, classes, and future share issues

7. Transfer of Shares: Details procedures and restrictions for transferring shares

8. Board of Directors: Covers board composition, appointment, removal, and powers

9. Shareholders Meetings: Specifies procedures for calling and conducting shareholder meetings

10. Financial Matters: Addresses dividend policy, funding, and financial management

11. Dispute Resolution: Sets out procedures for resolving disputes between shareholders

12. Confidentiality: Establishes confidentiality obligations and protective measures

13. Default Events: Defines events of default and consequences

14. Termination: Specifies circumstances and procedures for terminating the agreement

15. General Provisions: Contains standard boilerplate clauses and general terms

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want provisions for coordinated sale of shares

2. Pre-emptive Rights: Include when shareholders want first right of refusal on new share issues

3. Minority Protection: Include when there are minority shareholders requiring specific protections

4. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are needed

5. Intellectual Property Rights: Include when the company has significant IP assets

6. Employee Share Schemes: Include when the company operates or plans to implement employee share schemes

7. International Operations: Include when the company operates across multiple jurisdictions

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

9. Dead-lock Resolution: Include when equal shareholding exists or deadlock is likely

Suggested Schedules

1. Schedule 1 - Company Details: Contains full corporate information and shareholding structure

2. Schedule 2 - Initial Shareholders: Lists all shareholders and their initial shareholdings

3. Schedule 3 - Reserved Matters: Lists decisions requiring special majority or unanimous approval

4. Schedule 4 - Share Valuation Methodology: Details the agreed method for valuing shares

5. Schedule 5 - Business Plan: Initial business plan and key milestones

6. Schedule 6 - Deed of Accession: Template for new shareholders joining the agreement

7. Appendix A - Share Certificate Template: Standard form for share certificates

8. Appendix B - Board Resolution Templates: Standard forms for common board resolutions

9. Appendix C - Transfer Notice Form: Template for share transfer notifications

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

Professional Services

Manufacturing

Retail

Healthcare

Financial Services

Real Estate

Construction

Mining

Agriculture

Education

Hospitality

Transport and Logistics

Media and Entertainment

Energy and Utilities

Telecommunications

Biotechnology

Consumer Goods

Consulting

Software Development

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Finance

Compliance

Risk Management

Corporate Affairs

Shareholder Relations

Investment

Business Development

Corporate Advisory

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Legal Officer

General Counsel

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Finance Director

Board Director

Non-Executive Director

Company Director

Shareholder Relations Manager

Corporate Governance Manager

Compliance Officer

Risk Manager

Investment Manager

Business Development Manager

Corporate Advisory Manager

Private Equity 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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