Shareholders Agreement Bundle
Download Shareholders Agreement Bundle online with Precedents Online. All our documents are in word format, simply download, edit and reuse as you need.
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A Shareholders Agreement is a contract between the shareholders of a company. Shareholders Agreements govern the relationship between shareholders in a company. A Shareholders Agreement covers business arrangements, rights, responsibilities, obligations and liabilities of shareholders.
A Shareholders Agreement also protects the interests of shareholders regarding their investment in the company. It covers matters that not covered by a company’s constitution. It operates in addition a company’s constitution.
A shareholders agreement includes, among other things, provisions in relation to the terms on which a person can leave (or be required to leave) the company, decision making, management of the company’s business, appointment and removal of directors, meetings and voting rights, distribution of profits, contributions of capital, sharing of expenses and resolution of disputes.
Shareholders Agreement Bundle Includes
We have six Shareholder Agreements for you in this bundle. Scroll down for a description of each. If you would like to purchase individualy please go to :-https://precedentsonline.com.au/category/shareholder-agreements/
A general purpose Shareholder Agreement with drafting notes. Covers most popular topics. 15 pages long.
- Definitions and interpretation
- Operation of the business
- Directors and the board
- Board meetings
- Duties of directors
- General meetings
- Issue of new shares and dividends
- Transfers and restrictions on parties
- Sale notice and first right of refusal
- Event of buy back
- Drag along rights
- Tag along rights
- Loan accounts
- Contracts, transactions and conflict of interests
- Commencement and termination
- Independent legal advice
- Costs and expenses
- Relationship of parties
- Waiver or variation of rights
- Powers, rights and remedies
- Consents and approvals
- Further assurance
- Entire agreement and understanding
- Governing law and jurisdiction
- Execution page
- Schedule 1: shareholders and directors
Our most versatile and popular Shareholder Agreement
Including Accession Deed
A general Shareholder Agreement that covers includes an Accession Deed for adding new shareholders at a later time. This Shareholder Agreement contains the following clauses:
- Structure of the company
- Objectives of the company
- Agreements between company and shareholders
- Use of intellectual property
- Transfers of shareholder’s shares
- Option to purchase outgoing shareholders shares
- Power of attorney
- Publicity and confidentiality
- Records and accounts
- Payments and dividends
- Good faith
- Dissolution of company
- General provisions
- Execution & schedules
- Accession Deed
A versatile agreement that can be adapted to suit a wide range of industries. 21 pages long.
Covers Initial Funding
A general Shareholder Agreement that covers initial funding, further funding, appointment of directors, relations between shareholders and disposal of shares. It contains a formula for the pricing and sale of shares. A versatile agreement that can be adapted to suit a wide range of industries. This agreement contains the following clauses:
- Definitions and Interpretation
- Conditions Precedent
- Structure of the Company
- Board of Directors
- Decision Making
- Financial Reporting
- Agreements Between Company and Shareholders
- Transfer of Shares
- Procedure on Transfer of Shares
- Determination of Sale Price
- Publicity and Confidentiality
- Dispute Resolution
- Acknowledgments and Warranties
- Entire Agreement
- Further Action
- Choice of Jurisdiction and Law
- No Partnership or Agency
27 pages long.
Appointing a Director
A very detailed Shareholders Agreement that allows a shareholder to appoint a director, loans to the company by shareholders, and restricts decision making parameters of executive directors to parameters listed in a schedule to the agreement. Executive directors are required to disclose pre-existing commercial interests and an attached schedule lists issues requiring special majority resolution approval. A very detailed shareholders agreement suitable for large commercial enterprises where there may be one or more large investors who may not have involvement in day to day running of the company. This agreement contemplates many detailed aspects of the running of a company. This agreement contains the following clauses:
- Conditions Precedent
- Establishment of the Company and capitalisation
- Objects of the Company and basic duties of the parties
- Structure of Company
- Powers of decision
- Finance, insurance, records etc
- Additional obligations, indemnities, and guarantees
- Share issues
- Restrictions on transfer of Shares
- Third party offers
- Compulsory offer of Shares
- Confidentiality and announcements
- Protection of the business
- Dispute resolution
- Definitions and interpretation
29 pages long.
Covers Initial Funding (with Schedule)
A standard, general Shareholder Agreement that covers initial, further funding, appointment of directors, relations between shareholders and disposal of shares. Allows a constitution to be adopted by the company and attached to the agreement. The variable in information is contained in a schedule to the agreement, which makes it quick and easy to adapt to a variety of uses. This agreement contains the following clauses:
- Definitions and Interpretation
- Establishment of Company
- Condition Precedent – Agreement to Initial Annual Program
- Contributions to Share Capital of the Company
- Further Financing
- Guarantees and lndemnities
- Protection of Business of Company
- Powers and Responsibilities of Company
- Functions of the Board
- Protection of Shareholders
- Shareholders Not to Interfere
- Matters Requiring Directors’ Approval
- Special Resolutions
- Allotments, Transfers and Encumbrance of Shares
- Material Breach
- Rights on Winding Up of Company
- The Constitution
- Confidential Information
- Public Statements
- Good Faith
- Time of the Essence
- No Partnership etc.
- Entire Understanding
- Further Assurance
- Governing Law and Jurisdiction
Fully formatted in Microsoft word, ready to download edit and use. 22 pages long.
Minority Shareholder Agreement
The marginalisation of one shareholder or group of shareholders is called ‘shareholder oppression’. The shareholder oppression claims heard in Australian courts are in situations where a minority shareholder (or shareholders) are being unfairly treated by a larger (and usually a majority) shareholder.
The oppressive conduct provisions of the Corporations Act are commonly used in conjunction with a claim of breach of director’s duty or in bringing an application to wind up the company entirely. Situations in which shareholder oppression occurs may be avoided by using a minority shareholder agreement, particularly in situations where the minority shareholders are making a significant financial contribution to the company.
- 1 DEFINITIONS & INTERPRETATION
- 1.1 Definitions
- 1.2 Interpretation
- 2 APPOINTMENT OF NOMINEE DIRECTORS
- 3 MAXIMUM NUMBER OF DIRECTORS
- 4 POWER OF MAJORITY SHAREHOLDERS
- 4.2 Working Capital
- 5 PUT OPTION
- 5.2 Determination of price
- 5.3 Sale of shares
- 5.4 Indemnity
- 5.5 Consent
- 6 GENERAL PROVISIONS
- 6.2 Counterparts
- 6.3 Force majeure
- 6.4 Further assurance
- 6.5 Governing law and jurisdiction
- 6.6 Notices
- 6.7 Service of notices
- 6.8 Severability
- 6.9 Survival & merger
- 6.10 Variation
- 6.11 Waiver
- 6.12 Warranties and representations
- 6.13 Whole agreement
- SCHEDULE 1
- Fully formatted precedent in Microsoft word, ready to download edit and use.
- 11 Pages long.
COMPLETE BUNDLE PRICE $475.00
WE ALSO RECOMMEND THE FOLLOWING ATTACHMENTS or SEARCH
Incorporated Joint Venture
Unincorporated Joint Venture
Joint Venture Agreements
The term “joint venture” is commonly used but its meaning is not precise. The term “joint venture” generally refers to undertakings that may or may not use incorporated structures, and, rely on a contract to govern the relationship of the parties.
When two or more parties join forces for the purpose of one specific business venture it is called a joint venture. The parties can be individuals or companies. Joint ventures are different from other business structures as they are designed to be transient as distinct from an ongoing arrangement such as a partnership. A good joint venture agreement will govern and protect the rights of each party and their capital. Joint venture agreements often seek to exclude the operation of laws which relate specifically to partnerships. This is because partnerships can be deemed to exist. Including provisions in the agreement which expressly negative this intention can be crucial in avoiding the imputation of a partnership arrangement where none was intended.
The term “joint venture” refers to the purpose of the relationship and not to a type of legal entity. A joint venture may be a corporation (incorporated joint venture), a partnership, trust or other legal structure.
Joint ventures are formed by the parties entering into an agreement that specifies their mutual responsibilities and goals in a project. A written contract is crucial. All joint ventures also involve certain rights and duties. Some joint ventures are begun by creating a new company. Such an enterprise is called an incorporated joint venture.
A Joint Venture Agreement sets out the contractual arrangements between the parties. As such, it documents the roles, responsibilities and obligations of each party and because the control of operations is likely to be an important contributing factor to the success of the joint venture, the management structures and decision
Unincorporated Joint Ventures
An unincorporated joint venture will usually have the following features:
- The parties co-operate in order to pursue a particular business enterprise for a limited period rather than a series of such enterprises for an indefinite period;
- Each party owns an interest in the assets of the business activity;
- Each party will usually contribute funds for the purposes of the joint venture, and will be entitled to deal with a share of the product of the joint venture, in proportion to its joint venture interest;
- No party is an agent or partner of the other participants;
- The liability of the parties to third parties is several rather than joint;
- The management of the business activity is conducted by one of the joint venture parties, a jointly owned company or, a committee;
- The parties agree that the relationship between them is that of joint venturers and not a partnership.
Advantages of unincorporated Joint Ventures
- The ability of each party to finance its participation in the joint venture in the manner most convenient to it. This is particularly useful where the respective participants have different levels of assets and financial sophistication;
- The possibility of offsetting losses against the assessable income of each party;
- The flexibility for each party to treat its interest in the joint venture assets in accordance with its preferred accounting procedure;
- The absence of the need to agree on a common dividend policy as in the case of an incorporated joint venture; and
- The ability of each party to separately take and dispose of the product produced by the joint venture.
Incorporated Joint Ventures
In some situations it is desirable to create a company for the specific purpose of conducting the joint venture on behalf of the joint venture partners. An incorporated joint venture will usually be constituted by the creating of a new company in which the joint venturers are shareholders and have an agreement governing the relationship between them.
Advantages of Incorporated Joint Ventures:
A corporate vehicle for an incorporated joint venture offers the following advantages to the participants:
- The parties will usually understand and be familiar with the operation of a company;
- A company is easier to administer because accounting will be simpler and security for borrowing can be taken easily by way of charges;
- A company provides the best opportunity for limiting the liability of the joint venture. Even if the parties have to provide guarantees in addition to their capital contribution, those guarantees can be limited to specific amounts;
- A transfer of a participant’s interest will involve a transfer of shares;
- A corporate vehicle has an easily recognised management structure based on the board of directors;
- Companies have the ability to pay franked dividends to shareholders; and other tax advantages such as the ability for tax losses incurred by companies to be carried forward.
Your client should have its Intellectual Property protected where possible or have other protection strategies in place such as confidentiality agreements and non disclosure agreements. This should be done before detailed discussions with potential partners and disclosure of trade secrets and know-how. Maintain confidentiality arrangements with all parties.
Always be aware of who your client is. This is particularly important when asked to create an incorporated joint venture. If you are asked to act for the newly incorporated joint venture company remember to enter into a new fee agreement and costs disclosure and check for any conflict of interest.
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