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Founder Shareholder Agreement Template for England and Wales

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for my new technology startup with three co-founders, where we want to include detailed vesting provisions and special rights for the technical founder who's bringing existing IP to the company."

Document background
A Founder Shareholder Agreement is essential when establishing a new company or formalizing arrangements between existing founders. Under English and Welsh law, this agreement serves as the cornerstone document defining the rights, obligations, and relationships between founding shareholders. It typically includes provisions for share ownership, voting rights, board composition, and business operations. The agreement is particularly crucial for protecting founders' interests, ensuring clear decision-making processes, and establishing mechanisms for resolving potential disputes. It should be put in place as early as possible in the company's lifecycle to provide clarity and certainty for all parties involved.
Suggested Sections

1. Parties: Identification of founding shareholders and the company

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholdings: Details of share structure and ownership

5. Directors and Management: Appointment rights and management structure

6. Transfer Restrictions: Rules regarding share transfers and right of first refusal

7. Reserved Matters: Decisions requiring special approval

8. Exit Provisions: Procedures for company sale or IPO

Optional Sections

1. Vesting Provisions: Provisions for gradual share vesting to ensure long-term founder commitment

2. Non-Compete Clauses: Restrictions on competitive activities to protect business interests

3. Intellectual Property Rights: Assignment and protection of IP when IP is a significant business asset

4. Founder Employment Terms: Key employment conditions for founders who are also employees

Suggested Schedules

1. Schedule 1: Share Capital Table: Detailed breakdown of shareholdings

2. Schedule 2: Reserved Matters List: Comprehensive list of decisions requiring special approval

3. Schedule 3: Business Plan: Initial business plan and strategy

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

5. Appendix A: Board Composition: Structure and composition of the board

6. Appendix B: Deed of Adherence: Template for new shareholders joining

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including shareholders' rights, directors' duties, share capital requirements, company decision-making processes, and statutory pre-emption rights

Financial Services and Markets Act 2000: Regulates financial services in the UK, particularly relevant for share transfers and financial promotion rules in shareholder agreements

Small Business, Enterprise and Employment Act 2015: Covers transparency requirements and People with Significant Control (PSC) regulations for UK companies

Law of Property (Miscellaneous Provisions) Act 1989: Establishes key contract law principles relevant to shareholder agreements and property transfers

Insolvency Act 1986: Contains provisions for company winding up and shareholders' rights in insolvency scenarios

Equality Act 2010: Ensures non-discrimination provisions are properly incorporated into company agreements and practices

Data Protection Act 2018: Governs the processing of personal data and privacy considerations in company operations and agreements

Employment Rights Act 1996: Relevant when founders are also employees, governing employment rights and responsibilities

Common Law Precedents: Established case law regarding shareholder rights, fiduciary duties, good faith obligations, and unfair prejudice

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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