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Unanimous Shareholder Agreement Template for South Africa

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for my South African technology startup with 5 founders, including provisions for future investment rounds, intellectual property protection, and vesting schedules, planned to be implemented by March 2025."

Document background
The Unanimous Shareholder Agreement is a crucial document in South African corporate law that establishes the foundation for shareholder relations and corporate governance in privately held companies. This agreement becomes necessary when shareholders wish to establish clear, binding rules about their relationships, rights, and obligations that go beyond the standard provisions of the Companies Act 71 of 2008. It is particularly important for companies with multiple shareholders, family-owned businesses, or ventures where shareholders have specific requirements about company management and share transfers. The agreement typically covers aspects such as share transfers, voting rights, dividend policies, management structure, and dispute resolution mechanisms. Unlike regular shareholder agreements, a Unanimous Shareholder Agreement requires approval from all shareholders and binds future shareholders through a deed of adherence.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including registration details and addresses

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

3. Definitions and Interpretation: Detailed definitions of terms used in the agreement and rules for interpretation

4. Share Capital and Certificates: Details of authorized and issued share capital, classes of shares, and share certificate provisions

5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and dividend entitlements

6. Management and Control: Governance structure, board composition, and decision-making processes

7. Meetings and Resolutions: Procedures for shareholder meetings, voting requirements, and resolution passing

8. Transfer of Shares: Rules and restrictions regarding share transfers, including pre-emptive rights

9. Deadlock Resolution: Mechanisms for resolving disputes and deadlock situations

10. Confidentiality: Obligations regarding company and shareholder confidential information

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

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

Optional Sections

1. Tag-Along and Drag-Along Rights: Used when shareholders want mechanisms for collective exit opportunities

2. Put and Call Options: Include when shareholders want pre-agreed mechanisms to force purchase or sale of shares

3. Anti-dilution Provisions: Important for companies planning future funding rounds

4. Dividend Policy: Include when shareholders want specific dividend distribution rules

5. Non-compete and Non-solicitation: Used when protecting the company from shareholder competition is crucial

6. Intellectual Property Rights: Important for technology or innovation-focused companies

7. Employee Share Schemes: Include when the company has or plans to implement employee share ownership

8. BEE Compliance: Essential for companies requiring Black Economic Empowerment compliance

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of shareholding, share classes, and rights

2. Schedule 2: Initial Shareholders: List of all current shareholders with their details and shareholdings

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Tag and Drag Terms: Detailed procedures for tag-along and drag-along rights if applicable

5. Schedule 5: Deed of Adherence: Template for new shareholders to sign and join the agreement

6. Schedule 6: Company Business Plan: Initial business plan and strategic objectives

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

8. Appendix A: Board Charter: Detailed governance procedures and board responsibilities

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Professional Services

Retail

Financial Services

Healthcare

Real Estate

Mining

Agriculture

Energy

Telecommunications

Construction

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Executive Management

Finance

Compliance

Corporate Affairs

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Board Member

Director

Shareholder

Compliance Officer

Corporate Governance Officer

Investment Manager

Business Development Director

Founding Partner

General Counsel

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

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