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Silent Shareholder Agreement

Silent Shareholder Agreement Template for Ireland

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Key Requirements PROMPT example:

Silent Shareholder Agreement

"I need a Silent Shareholder Agreement for a tech startup based in Dublin, where the silent investor will invest €500,000 for a 15% profit share, with quarterly financial reporting requirements and a minimum investment period until March 2025."

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Document background
A Silent Shareholder Agreement is essential when bringing in passive investors who wish to participate financially in a business without involvement in day-to-day operations or management decisions. This document, governed by Irish law, establishes the framework for such investment relationships, detailing the silent shareholder's capital contribution, profit-sharing rights, and limited liability while protecting both the investor's financial interests and the company's operational independence. The agreement is particularly relevant for businesses seeking additional capital without diluting management control, and must comply with Irish company law, including the Companies Act 2014 and relevant financial regulations. It typically includes provisions for financial reporting, confidentiality obligations, exit mechanisms, and specific limitations on the silent shareholder's role in corporate governance.
Suggested Sections

1. Parties: Identification of the company, existing shareholders, and the silent shareholder

2. Background: Context of the agreement, including company status and purpose of the silent shareholder's investment

3. Definitions: Key terms used throughout the agreement, including specific financial and legal terminology

4. Investment Amount and Terms: Details of the silent shareholder's financial contribution and any conditions attached

5. Profit Sharing and Distribution: Terms for calculating and distributing profits to the silent shareholder

6. Non-Participation in Management: Clear statement of the silent shareholder's non-involvement in company management

7. Information Rights: Silent shareholder's rights to receive financial reports and company information

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Duration and Termination: Term of the agreement and circumstances for termination

10. Exit Provisions: Mechanisms for the silent shareholder to exit the investment

11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Optional provisions giving the silent shareholder the right to join in sales by other shareholders

2. Drag-Along Rights: Optional provisions allowing majority shareholders to force the silent shareholder to join in a sale

3. Anti-Dilution Protection: Optional provisions protecting the silent shareholder's percentage ownership in case of new share issuances

4. Conversion Rights: Optional provisions allowing conversion of the silent shareholder's interest into regular shares

5. Regulatory Compliance: Additional provisions if the investment triggers regulatory requirements

6. Tax Provisions: Specific tax-related provisions if complex tax structures are involved

7. Assignment Rights: Optional provisions regarding the ability to transfer the silent shareholder's interest

Suggested Schedules

1. Schedule 1: Investment Details: Detailed breakdown of the investment amount, payment terms, and valuation

2. Schedule 2: Profit Calculation Method: Detailed methodology for calculating distributable profits

3. Schedule 3: Financial Reporting Requirements: Format and frequency of financial reports to be provided

4. Schedule 4: Company Information: Current company structure, shareholding, and relevant corporate information

5. Appendix A: Initial Business Plan: Current business plan and financial projections (for reference only)

6. Appendix B: Consent Forms: Required corporate and regulatory consent forms

7. Appendix C: Existing Shareholder Agreement: Reference copy of the existing shareholder agreement, if any

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































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Relevant Industries

Technology Startups

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Hospitality

Financial Services

Media and Entertainment

E-commerce

Family Businesses

Construction

Agriculture

Relevant Teams

Legal

Finance

Corporate Governance

Executive Leadership

Investment

Company Secretariat

Business Development

Risk Management

Compliance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Director

Company Secretary

Legal Counsel

Investment Manager

Business Development Director

Corporate Lawyer

Financial Controller

Managing Director

Private Equity Manager

Venture Capital Manager

Investment Advisor

Business Owner

Finance Director

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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