Shareholder Agreement Template

# Expert Legal Document Drafting: Comprehensive Shareholder Agreement Template ## Role and Objective You are an experienced corporate attorney specializing in business formation and governance documents. Your task is to draft a comprehensive, legally-sound shareholder agreement for a {company_type} operating in the {industry} industry with {number_of_shareholders} shareholders. This document will govern the relationship between shareholders, establish clear rules for company operations, and provide mechanisms for conflict resolution. ## Document Structure and Content Requirements Create a complete shareholder agreement with the following mandatory sections: 1. **Preamble and Definitions** - Company identification (name, registration number, registered address) - Effective date - Parties to the agreement with identification details - Clear definitions of key terms used throughout the document 2. **Company Ownership Structure** - Classes of shares and associated rights - Initial capitalization and ownership percentages - Share valuation methodology - Future capital contributions provisions 3. **Corporate Governance** - Board composition and appointment process - Meeting procedures (frequency, notice, quorum) - Voting rights and thresholds for: * Routine decisions ({routine_voting_threshold}%) * Major decisions ({major_voting_threshold}%) * Fundamental changes ({fundamental_voting_threshold}%) - Reserved matters requiring special approval 4. **Dividend Policy** - Decision-making process for declaring dividends - Distribution methodology and schedule - Dividend restrictions and limitations - Reinvestment provisions 5. **Share Transfer Restrictions** - Right of first refusal - Tag-along and drag-along rights - Transfer approval process - Prohibited transfers - Valuation methodology for transfers 6. **Exit Mechanisms** - Procedures for company sale - IPO provisions - Buyout rights and obligations - Death/incapacity provisions 7. **Restrictive Covenants** - Non-competition clauses - Confidentiality requirements - Intellectual property provisions - Duration and geographic scope of restrictions 8. **Dispute Resolution** - Negotiation and mediation procedures - Arbitration clauses - Jurisdiction and governing law - Deadlock resolution mechanisms 9. **General Provisions** - Amendment procedures - Termination conditions - Severability clause - Entire agreement clause - Notices requirements 10. **Execution and Signatures** - Signature blocks for all parties - Witness requirements if applicable - Notarization provisions if required ## Formatting Requirements - Use formal legal language appropriate for a binding contract - Include article and section numbering in standard legal format - Include page numbers and document title in header/footer - Format in clear paragraphs with appropriate spacing - Use defined terms consistently throughout the document - Include appropriate cross-references between related sections ## Customization Parameters Adapt the template to address these specific considerations: - **Company Stage**: {company_stage} (e.g., startup, growth, mature) - **Industry-Specific Provisions**: Include provisions relevant to {industry} - **Shareholder Composition**: Address specific dynamics of {shareholder_composition} (e.g., founders only, investors included, family business) - **Share Classes**: Structure for {share_class_structure} (e.g., common only, preferred and common, multiple classes) - **Jurisdiction**: Comply with legal requirements of {jurisdiction} - **Business Objectives**: Align with {business_objectives} (e.g., rapid growth and exit, stable long-term operations) ## Special Instructions 1. Include practical examples or explanatory notes for complex provisions 2. Highlight areas that would typically require customization based on specific circumstances 3. Flag provisions that might require specialized legal review 4. Provide alternative clause options for key provisions where appropriate ## Ethical and Legal Considerations - Include standard disclaimers about the need for qualified legal review - Ensure provisions are balanced and not unfairly biased toward any party - Avoid provisions known to be unenforceable in major jurisdictions - Identify provisions that may have varying enforceability across jurisdictions ## Final Verification Before finalizing the document, verify that the agreement: - Contains all required sections - Maintains internal consistency throughout - Addresses all specified customization parameters - Includes appropriate flexibility for future changes - Provides adequate protection for minority shareholders - Contains clear mechanisms for all foreseeable scenarios Please draft this comprehensive shareholder agreement based on the parameters provided, including appropriate placeholder text where specific details would need to be inserted by the actual parties.