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Shareholders Agreement For Private Limited Company
"I need a Shareholders Agreement For Private Limited Company for my Pakistani tech startup, which will have three founder shareholders and a foreign venture capital investor joining in March 2025, with specific provisions for anti-dilution protection and future funding rounds."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Explains the context of the agreement, company details, and purpose
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Share Capital and Shareholding: Details the company's share capital structure and current shareholding
5. Share Transfer Restrictions: Sets out restrictions on transfer of shares and right of first refusal procedures
6. Corporate Governance: Covers board composition, appointment of directors, and decision-making processes
7. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights
8. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
9. Dividend Policy: Establishes principles for dividend declarations and distributions
10. Information Rights: Shareholders' rights to company information and financial statements
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Default: Consequences of breach and shareholder default scenarios
14. Dispute Resolution: Procedures for resolving disputes between shareholders
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Included when majority shareholders may need to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Required when there's likely to be future investment rounds to protect existing shareholders
4. Preferred Rights: Used when certain shareholders have special rights or preferences
5. Share Vesting Provisions: Important for companies with founder shareholders or employee shareholders
6. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing repatriation and forex
7. Deadlock Resolution: Important for 50-50 joint ventures or where major decisions require unanimous consent
8. Put and Call Options: Used when shareholders want pre-agreed exit mechanisms
9. Islamic Finance Compliance: Required if the company needs to ensure Shariah compliance
1. Schedule 1: Details of the Company: Company registration details, address, and corporate information
2. Schedule 2: Initial Shareholding: Details of all shareholders and their respective shareholdings
3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4: Business Plan: Initial business plan and strategic objectives
5. Schedule 5: Share Valuation Methodology: Agreed method for valuing shares for transfers and exits
6. Schedule 6: Deed of Adherence: Template for new shareholders to join the agreement
7. Schedule 7: Board Composition: Details of current board structure and appointment rights
8. Schedule 8: Key Management Positions: List of key management positions and appointment rights
9. Appendix A: Company Articles: Copy of the company's Articles of Association
Authors
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Agriculture
Education
Construction
Telecommunications
Energy
Logistics
Media and Entertainment
Consumer Goods
Legal
Corporate Governance
Board Secretariat
Compliance
Finance
Executive Management
Investor Relations
Risk Management
Corporate Affairs
Company Secretariat
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Board Director
Managing Director
Compliance Officer
Investment Manager
Corporate Governance Officer
Shareholder Relations Manager
Business Development Director
Risk Management Officer
Company Registrar
Financial Controller
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