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Shareholders Agreement For Private Limited Company
"I need a Shareholders Agreement For Private Limited Company for my Saudi technology startup, which will have three shareholders: two Saudi nationals and one Singapore-based investor, with planned completion by March 2025. The agreement should include specific provisions for technology IP protection and future funding rounds."
1. Parties: Identifies all shareholders and the company, including full legal names, addresses, and registration details
2. Background: Outlines the company's establishment, business purpose, and shareholders' intention to regulate their relationship
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Share Capital and Shareholders: Details the company's share capital structure, shareholding percentages, and classes of shares
5. Management and Control: Establishes the board structure, appointment rights, and decision-making processes
6. Shareholder Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements
7. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Rules governing the transfer of shares, including right of first refusal and tag-along rights
9. Dividend Policy: Sets out the approach to profit distribution and dividend declarations
10. Finance and Business Plan: Outlines capital requirements, funding obligations, and business planning processes
11. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between shareholders
12. Confidentiality: Obligations regarding company and shareholder confidential information
13. Non-Competition: Restrictions on shareholders competing with the company
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Shariah Compliance: Specific provisions ensuring compliance with Islamic law principles, required when the company operates in Shariah-sensitive sectors
2. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances, important for companies planning future capital increases
3. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances, useful for joint ventures or strategic investments
4. Anti-dilution Protection: Protections against ownership dilution, important for minority shareholders or strategic investors
5. Intellectual Property Rights: Provisions regarding ownership and use of IP, essential for technology or brand-focused companies
6. Employee Share Scheme: Framework for employee share ownership, relevant when planning employee incentivization
7. Foreign Ownership Provisions: Special provisions required when foreign shareholders are involved, addressing compliance with Saudi foreign investment laws
1. Schedule 1: Company Information: Detailed company information including registration details, address, and current directors
2. Schedule 2: Initial Shareholding Structure: Complete breakdown of share ownership, share classes, and rights attached to shares
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Business Plan: Initial business plan and key performance indicators
5. Schedule 5: Board Regulations: Detailed procedures for board meetings and decision-making
6. Schedule 6: Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares in transfer scenarios
8. Appendix A: Key Management Positions: Description of key management roles and appointment rights
9. Appendix B: Form of Shareholders' Resolution: Template for shareholders' resolutions
Authors
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Construction
Food and Beverage
Education
Financial Services
Transportation
Energy
Tourism
Agriculture
Media and Entertainment
Legal
Corporate Governance
Board of Directors
Executive Leadership
Compliance
Finance
Corporate Affairs
Risk Management
Investment
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Board Director
Managing Director
Corporate Lawyer
Compliance Officer
Investment Manager
Business Development Director
Shareholder Relations Manager
Corporate Governance Officer
Risk Management Officer
Strategy Director
General Counsel
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