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Stakeholders Agreement Template for Germany

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Key Requirements PROMPT example:

Stakeholders Agreement

"I need a Stakeholders Agreement under German law for my Berlin-based technology startup, which will have three founding shareholders and two venture capital investors, with provisions for future employee share schemes and international investment rounds planned for March 2025."

Document background
The Stakeholders Agreement serves as a foundational document for companies operating under German law, typically implemented during company formation, restructuring, or when new investors join. It is essential for establishing clear governance structures and protecting stakeholder interests in accordance with German corporate law requirements. The agreement addresses critical aspects such as share transfers, voting rights, management decisions, and exit provisions, while ensuring compliance with German regulatory frameworks including the GmbHG and AktG. This document is particularly crucial when multiple parties hold interests in the company, requiring careful balance between majority and minority shareholder rights, and establishing clear procedures for corporate decision-making and dispute resolution.
Suggested Sections

1. Parties: Identification of all stakeholders and their legal details

2. Background: Context of the agreement, including company information and purpose of the arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Purpose and Scope: Objectives of the agreement and its application scope

5. Share Capital and Stakeholdings: Details of company's share capital structure and stakeholder ownership

6. Management and Control: Governance structure, management rights, and decision-making processes

7. Shareholders' Meetings: Procedures for conducting shareholders' meetings and voting rights

8. Transfer Restrictions: Limitations and conditions on transfer of shares

9. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties

10. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties

11. Financial Matters: Dividend policy, funding obligations, and financial reporting

12. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

13. Term and Termination: Duration of agreement and circumstances for termination

14. Governing Law and Jurisdiction: Applicable law (German) and jurisdiction for disputes

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Minority Protection Rights: Additional protections for minority shareholders, used when there are significant minority interests

2. Reserved Matters: List of decisions requiring special majority or unanimous consent, used for complex governance structures

3. Put and Call Options: Rights to force purchase/sale of shares, included when stakeholders want specific exit mechanisms

4. Anti-Dilution Protection: Provisions protecting stakeholders from dilution in future funding rounds, relevant for growth companies

5. Intellectual Property Rights: IP ownership and licensing provisions, essential for technology companies

6. Employee Share Schemes: Provisions for employee participation, relevant when employee ownership is contemplated

7. Dead-lock Resolution: Procedures for resolving management deadlocks, important for 50/50 partnerships

8. Strategic Partnerships: Provisions regarding cooperation with strategic partners, relevant for joint ventures

Suggested Schedules

1. Schedule 1: Company Information: Detailed company information including registration details and current shareholding structure

2. Schedule 2: Initial Business Plan: Company's business plan and strategic objectives

3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval

4. Schedule 4: Share Transfer Procedures: Detailed procedures and forms for share transfers

5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6: Valuation Methods: Agreed methods for share valuation

7. Schedule 7: Key Performance Indicators: Metrics for monitoring company performance

8. Appendix A: Initial Budget: Detailed financial projections and budgets

9. Appendix B: Corporate Governance Guidelines: Detailed governance procedures and policies

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












































Clauses






































Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Professional Services

Energy

Media and Entertainment

Software

Biotechnology

E-commerce

Construction

Logistics

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Development

Investor Relations

Risk Management

Corporate Secretary Office

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Board Member

Company Secretary

Compliance Officer

Corporate Development Director

Shareholder Relations Manager

Private Equity Manager

Venture Capital 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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