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New Shareholder Agreement Template for United States

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for my tech startup that's bringing in three venture capital investors in March 2025, with specific provisions for anti-dilution protection and preferential voting rights for the founding team."

Document background
A New Shareholder Agreement becomes necessary when establishing or updating the formal relationship between shareholders in a U.S. corporation. This document is crucial when bringing in new shareholders, restructuring ownership, or formalizing governance procedures. The agreement addresses key aspects such as share transfer restrictions, voting rights, management participation, and exit provisions, while ensuring compliance with both federal and state regulations. A well-drafted New Shareholder Agreement helps prevent future disputes and provides clarity on shareholders' rights and obligations.
Suggested Sections

1. Parties: Identifies all shareholders and the company, including full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Share Capital Structure: Details the company's share classes, rights, and ownership distribution

5. Transfer Restrictions: Rules governing the transfer of shares, including right of first refusal

6. Management and Voting Rights: Outlines decision-making processes and voting requirements

7. Dividends and Distributions: Policy on profit distribution and dividend payments

Optional Sections

1. Tag-Along Rights: Protection for minority shareholders when majority sells shares

2. Drag-Along Rights: Ability to force minority shareholders to join in sale

3. Anti-Dilution Provisions: Protections against share value dilution in future capital raises

4. Employee Shareholder Provisions: Special terms and conditions applying to employee shareholders

Suggested Schedules

1. Current Shareholding Schedule: Details current share ownership and share classes

2. Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

3. Reserved Matters List: List of decisions requiring special majority or unanimous approval

4. Form of Deed of Adherence: Template for new shareholders to join the agreement

5. Business Plan: Current business plan (if referenced in agreement)

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

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Industries

Securities Act of 1933: Federal law governing the issuance of securities and requiring registration of securities offerings and disclosures to investors

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Internal Revenue Code: Federal tax regulations affecting shareholder distributions, stock transfers, and corporate structure

State Corporation Laws: State-specific laws governing corporate formation, operation, and shareholder rights (e.g., Delaware General Corporation Law)

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Contract Laws: State-specific laws governing the formation and enforcement of contracts, including shareholder agreements

Uniform Commercial Code: Standardized state laws governing commercial transactions, including the transfer of securities

Articles of Incorporation: Company's foundational document establishing basic corporate governance structure and shareholder rights

Company Bylaws: Internal rules governing company operations, shareholder meetings, and corporate governance procedures

SEC Regulations: Federal regulations governing publicly traded companies, including disclosure requirements and trading rules

Antitrust Laws: Federal and state laws preventing anti-competitive behavior and monopolistic practices

Buy-Sell Agreement Regulations: Federal and state rules governing the transfer of shares between shareholders and the company

Employment Laws: Federal and state regulations affecting shareholders who are also employees of the company

Estate Planning Laws: Laws governing the transfer of shares upon death or incapacity of shareholders

Transfer Restriction Regulations: Rules governing limitations on the transfer of shares and right of first refusal provisions

Fiduciary Duty Case Law: Legal precedents establishing standards for director and officer responsibilities to shareholders

Minority Shareholder Protection Cases: Legal precedents establishing rights and protections for minority shareholders

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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