抖阴短视频

Unanimous Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for a Philippine technology startup with 5 founding shareholders, including specific provisions for future funding rounds and protection of intellectual property rights, to be implemented by March 2025."

Document background
The Unanimous Shareholder Agreement is a fundamental document for corporations in the Philippines where all shareholders wish to establish clear guidelines for corporate governance and mutual obligations. This agreement becomes particularly crucial in closely-held corporations, family businesses, or joint ventures where shareholders need to agree unanimously on key business decisions. The document must comply with the Revised Corporation Code of the Philippines and typically includes provisions for share transfers, voting rights, management structure, dispute resolution, and exit mechanisms. It serves as a vital tool for preventing potential conflicts while ensuring all shareholders' interests are protected and aligned with corporate objectives. The agreement is especially relevant when shareholders want to establish more detailed governance rules than those provided by standard corporate bylaws.
Suggested Sections

1. Parties: Identification of all shareholders and the corporation

2. Background: Context of the agreement, including corporation details and purpose of the agreement

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

4. Share Capital and Shareholdings: Details of authorized capital, issued shares, and current shareholding structure

5. Management and Corporate Governance: Rules for board composition, appointment of directors, and corporate governance procedures

6. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings, voting rights, and quorum requirements

7. Decision Making: Requirements for unanimous consent and procedures for key corporate decisions

8. Share Transfer Restrictions: Limitations on share transfers and required procedures for any permitted transfers

9. Pre-emptive Rights: Rights of existing shareholders to maintain their proportional ownership

10. Exit Provisions: Procedures for shareholder exit, including put and call options

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Dispute Resolution: Procedures for resolving conflicts between shareholders

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

14. General Provisions: Standard legal provisions including governing law, amendments, and notices

Optional Sections

1. Tag-Along Rights: Protection for minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in sale of shares

3. Non-Competition: Restrictions on shareholders engaging in competing businesses

4. Dividend Policy: Specific rules for declaration and distribution of dividends

5. Intellectual Property Rights: Provisions regarding ownership and use of corporate intellectual property

6. Related Party Transactions: Procedures for handling transactions between the corporation and shareholders

7. Death and Incapacity: Procedures for handling shares in case of shareholder death or incapacity

8. Corporate Social Responsibility: Commitments to environmental, social, and governance principles

9. Anti-Corruption Compliance: Specific provisions ensuring compliance with anti-corruption laws

Suggested Schedules

1. Schedule A - Current Shareholdings: Detailed list of current shareholders and their shareholdings

2. Schedule B - Reserved Matters: List of decisions requiring unanimous shareholder approval

3. Schedule C - Valuation Methodology: Agreed method for valuing shares for various purposes

4. Schedule D - Board Composition: Current board structure and nomination rights

5. Schedule E - Business Plan: Initial or current business plan of the corporation

6. Appendix 1 - Share Transfer Form: Standard form for executing share transfers

7. Appendix 2 - Deed of Adherence: Template for new shareholders joining the agreement

8. Appendix 3 - Corporate Information: Key corporate details including registration information and licenses

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

Relevant legal definitions






















































Clauses









































Relevant Industries

Technology

Manufacturing

Real Estate

Professional Services

Retail

Food and Beverage

Healthcare

Construction

Agriculture

Financial Services

Entertainment

Education

Tourism

Transportation

Energy

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Shareholder Relations

Finance

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Legal Director

Corporate Lawyer

Board Director

Chief Financial Officer

Managing Director

Company Director

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Investment Manager

Business Development 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, 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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