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Startup Shareholder Agreement

Startup Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my Philippine fintech company that's accepting its first seed investment round in January 2025, with provisions for three founding members and two angel investors, including specific voting rights and anti-dilution protections."

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Document background
The Startup Shareholder Agreement is a foundational document essential for any newly established company in the Philippines seeking to formalize relationships between its shareholders. It becomes particularly crucial when a startup moves beyond the initial founding stage and begins to take on external investment. This agreement must comply with Philippine corporate law, particularly the Revised Corporation Code of 2019, and addresses critical aspects such as share ownership, voting rights, board composition, and share transfer restrictions. The document typically comes into play during company formation, new investment rounds, or when restructuring shareholder relationships, serving as a crucial tool for protecting both majority and minority shareholder interests while facilitating the company's growth and development within the Philippine business ecosystem.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company formation and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of authorized capital, issued shares, and shareholding percentages

5. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

6. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights

7. Corporate Governance: Board composition, appointment of directors, and decision-making processes

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Dividend Policy: Framework for declaration and distribution of dividends

10. Information Rights: Shareholders' rights to company information and financial reports

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

13. Dispute Resolution: Procedures for resolving disputes between shareholders

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

15. General Provisions: Standard clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protections for existing shareholders against dilution in future funding rounds

2. Intellectual Property Rights: Specific provisions for IP ownership and protection, essential for technology startups

3. Employee Share Option Pool: Structure and management of employee share schemes

4. Founders' Commitments: Special obligations and restrictions applicable to founders

5. Foreign Investment Provisions: Special provisions when foreign investors are involved

6. Exit Strategy: Procedures and rights relating to company sale or IPO

7. Dead-lock Resolution: Specific procedures for resolving board or shareholder deadlocks

8. Tag-Along and Drag-Along Rights: Detailed provisions for share sale scenarios

9. Preferred Shareholder Rights: Special rights for preferred shareholders if applicable

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete information about all shareholders including contact details and shareholding

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership percentages

3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval

4. Schedule 4: Business Plan: Initial business plan and key milestones

5. Schedule 5: Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6: Company's Articles of Incorporation: Copy of the company's articles of incorporation

7. Schedule 7: Valuation Methodology: Agreed methods for company valuation in various scenarios

8. Appendix A: Share Transfer Procedures: Detailed procedures and forms for share transfers

9. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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

E-commerce

Financial Technology

Healthcare Technology

Agriculture Technology

Education Technology

Software Development

Digital Services

Renewable Energy

Biotechnology

Manufacturing

Retail Technology

Food and Beverage

Professional Services

Consumer Products

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Compliance

Investment Relations

Board of Directors

Corporate Affairs

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Startup Founder

Managing Director

Investment Manager

Corporate Lawyer

Business Development Director

Board Member

Compliance Officer

Company Director

Venture Capital Partner

Private Equity Manager

General Counsel

Legal Counsel

Corporate Governance Officer

Investor Relations Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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