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Unanimous Shareholder Agreement
"I need a Unanimous Shareholder Agreement for a Saudi technology startup with four founding shareholders and potential foreign investment, including specific provisions for future funding rounds and technology IP protection."
1. Parties: Identification of all shareholders and the company, including their full legal names and addresses
2. Background: Context of the agreement, including company formation details and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Sharia Compliance: Declaration of compliance with Islamic law principles and prohibited activities
5. Share Capital and Shareholdings: Details of company's share capital, shareholding structure, and classes of shares
6. Management and Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure
7. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations
8. Share Transfer Restrictions: Limitations on share transfers, right of first refusal, tag-along and drag-along rights
9. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
10. Dividend Policy: Framework for profit distribution and dividend declarations
11. Deadlock Resolution: Mechanisms to resolve fundamental disagreements between shareholders
12. Confidentiality: Obligations regarding company and shareholder information confidentiality
13. Term and Termination: Duration of agreement and circumstances allowing termination
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Pre-emptive Rights: Used when shareholders want the right to maintain their percentage ownership in future share issuances
2. Foreign Ownership Provisions: Required when any shareholders are non-Saudi entities, addressing specific foreign investment requirements
3. Exit Mechanisms: Detailed procedures for shareholders to exit, including IPO provisions and put/call options
4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees/customers
5. Intellectual Property Rights: Required when the company has significant IP assets that need protection
6. Related Party Transactions: Procedures for handling business dealings between the company and shareholders or their affiliates
7. Environmental and Social Responsibility: Include when the company operates in sensitive sectors or has specific ESG commitments
1. Schedule 1: Details of Shareholders: Complete information about each shareholder including ownership percentages and contact details
2. Schedule 2: Company Information: Details of the company including registration number, address, and current directors
3. Schedule 3: Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation
4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval
5. Schedule 5: Business Plan: Initial business plan and key performance indicators
6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7: Deed of Adherence: Template for new shareholders to join the agreement
8. Schedule 8: Valuation Methodology: Agreed methods for company and share valuation
Authors
Technology
Manufacturing
Real Estate
Professional Services
Healthcare
Retail
Construction
Financial Services
Education
Energy
Transportation
Agriculture
Telecommunications
Industrial
Media and Entertainment
Legal
Corporate Governance
Compliance
Finance
Executive Leadership
Board Secretariat
Risk Management
Corporate Affairs
Investor Relations
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Board Member
Managing Director
Compliance Officer
Investment Manager
Corporate Governance Manager
Shareholder Relations Manager
Business Development Director
Risk Manager
Company Director
Legal Counsel
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