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Closely Held Corporation Shareholder Agreement
"Need a Closely Held Corporation Shareholder Agreement for a family-owned manufacturing business with 5 shareholders, including special provisions for succession planning and a detailed share valuation method for intergenerational transfers planned to begin in March 2025."
1. Parties: Identification of all shareholders and the corporation as parties to the agreement
2. Background: Context of the agreement, including corporation details and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Share Ownership and Capital Structure: Details of current shareholdings and share classes
5. Management and Control: Corporate governance, board composition, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings, voting rights
7. Transfer Restrictions: Limitations on share transfers and required procedures
8. Right of First Refusal: Process for existing shareholders to purchase shares before third-party sales
9. Buy-Sell Provisions: Triggering events and procedures for mandatory share purchases
10. Valuation: Methods for determining share value in various scenarios
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Confidentiality: Protection of corporate and shareholder confidential information
13. General Provisions: Standard boilerplate clauses including governing law, amendments, notices
1. Tag-Along Rights: Protection for minority shareholders to join in sale of majority shares
2. Drag-Along Rights: Ability of majority shareholders to force minority participation in a sale
3. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issuances
4. Employment Provisions: Terms for shareholder-employees, used when shareholders are active in business
5. Non-Competition and Non-Solicitation: Restrictions on competing activities, used for active shareholders
6. Dividend Policy: Framework for dividend distributions, if regular dividends are contemplated
7. Insurance Requirements: Provisions for life/disability insurance on key shareholders
8. Special Share Class Rights: Detailed rights for multiple share classes, if applicable
9. Intellectual Property Rights: IP ownership and transfer provisions, important for technology companies
1. Schedule A - Current Shareholdings: Detailed list of all shareholders and their current holdings
2. Schedule B - Share Certificate Legends: Required text for share certificates noting transfer restrictions
3. Schedule C - Valuation Formula: Detailed methodology for share valuation
4. Schedule D - Board and Officers: Current list of directors and officers
5. Schedule E - Business Plan: Initial or current business plan if referenced in agreement
6. Schedule F - Special Shareholder Rights: Detailed description of any special rights or privileges
7. Schedule G - Form of Share Transfer Notice: Standard form for notice of intention to transfer shares
8. Schedule H - Deed of Adherence: Form for new shareholders to sign agreeing to agreement terms
Authors
Professional Services
Manufacturing
Technology
Family Business
Real Estate
Retail
Healthcare
Construction
Consulting
Agriculture
Food and Beverage
Transportation and Logistics
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Affairs
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Business Owner
Company Director
Board Member
Corporate Secretary
Managing Director
General Counsel
Shareholder
Founding Partner
Executive Director
Business Development Manager
Family Office Manager
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