The Founder Shareholder Agreement is a crucial document used when establishing a new company or formalizing the relationship between existing founders in Germany. It is particularly important for startups and growing businesses where clear governance structures and shareholder rights need to be established. The agreement, compliant with German corporate law, specifically addresses the unique aspects of German GmbH structures and corporate governance requirements. It typically includes detailed provisions on share ownership, transfer restrictions, voting rights, management responsibilities, and exit strategies. This document is essential for preventing future disputes and providing clarity on crucial business decisions, making it a fundamental requirement for any new business venture with multiple founders in Germany. The agreement should be drafted in conjunction with the company's Articles of Association (Gesellschaftsvertrag) to ensure full alignment with corporate documentation.
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1. Parties: Identification of all founding shareholders and the company
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholdings: Details of initial share capital, allocation among founders, and share classes
5. Management and Decision Making: Governance structure, management rights, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Transfer Restrictions: Limitations on share transfers and process for permitted transfers
8. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales
9. Anti-Dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds
10. Founder Commitments: Obligations of founders including time commitment and role specifications
11. Confidentiality: Obligations regarding company and business confidential information
12. Dividend Policy: Framework for profit distribution and dividend declarations
13. Exit Provisions: Procedures and rights relating to company sale or IPO
14. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between shareholders
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Intellectual Property Rights: Detailed provisions regarding IP ownership and transfer - include when founders are bringing existing IP or developing new IP
2. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when founders have other business interests
3. Founder Vesting: Vesting schedule for founder shares - include for startups seeking venture capital
4. Key Performance Indicators: Specific performance metrics for founder-executives - include when founders have executive roles
5. Employee Stock Option Pool: Structure and management of ESOP - include when planning employee incentivization
6. Advisory Board: Constitution and powers of advisory board - include when planning for external advisors
7. Founder Loans: Terms of any founder financing - include when founders are providing loans to the company
8. Special Voting Rights: Additional voting rights for specific matters - include when certain founders need extra protection
1. Capital Structure Table: Detailed breakdown of shareholdings and share classes
2. Business Plan: Initial business plan and financial projections
3. Founders' Details: Personal information and contact details of all founders
4. Reserved Matters: List of decisions requiring special majority or unanimous consent
5. Company IP Portfolio: List of company's intellectual property assets
6. Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Agreed Form Documents: Standard forms for share transfers and other regular transactions
8. Articles of Association: Company's constitutional document aligned with the agreement
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