Shareholders Agreement And Share Subscription Agreement

Shareholders Agreement And Share Subscription Agreement Template for Hong Kong

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Key Requirements PROMPT example:

"I need a Shareholders Agreement and Share Subscription Agreement for a Hong Kong technology startup receiving Series A funding of HKD 10 million from a venture capital firm in March 2025, with specific provisions for founder vesting and anti-dilution protection."

Document background

The Shareholders Agreement And Share Subscription Agreement is a crucial document used when a company is seeking new investment while establishing or updating its governance framework. This document is particularly relevant in Hong Kong's dynamic business environment, where it must comply with local regulations including the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). It serves dual purposes: facilitating new investment through detailed subscription terms while establishing comprehensive shareholders' rights and obligations. The agreement is commonly used in various scenarios including startup funding rounds, joint ventures, and corporate restructuring. It includes essential provisions for share issuance, payment mechanisms, shareholder rights, corporate governance, share transfer restrictions, and exit provisions, while incorporating Hong Kong-specific requirements for company administration and securities regulation.

Suggested Sections

1. Parties: Identification of all parties including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current company structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Subscription of Shares: Details of share subscription, including number, class, and price of shares

5. Completion: Conditions precedent, completion obligations, and timing

6. Payment Terms: Payment schedule, method, and consequences of default

7. Warranties and Representations: Standard warranties from the company, existing shareholders, and subscribers

8. Board Composition and Management: Board structure, appointment rights, and management provisions

9. Shareholders' Rights and Obligations: Voting rights, reserved matters, and general obligations

10. Share Transfer Restrictions: Transfer limitations, right of first refusal, tag-along and drag-along rights

11. Dividend Policy: Framework for declaring and distributing dividends

12. Information Rights: Shareholders' rights to company information and financial reports

13. Confidentiality: Protection of company and shareholder confidential information

14. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

15. Default: Events of default and consequences

16. Exit Provisions: IPO, trade sale, and other exit mechanisms

17. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, used in venture capital investments

2. Vesting Provisions: For agreements involving founder or employee shareholders with vesting requirements

3. Preferred Share Rights: When different share classes are involved, detailing special rights of preferred shareholders

4. Put and Call Options: Optional share purchase rights, used in joint ventures or strategic investments

5. Special Industry Compliance: For regulated industries like financial services or telecommunications

6. Intellectual Property Rights: Specific IP provisions for technology companies or IP-heavy businesses

7. Environmental, Social and Governance (ESG): For companies with specific ESG requirements or commitments

8. Family Succession Rights: For family-owned businesses requiring specific succession planning

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, and directors

2. Schedule 2: Shareholding Structure: Pre and post-completion shareholding tables

3. Schedule 3: Subscription Details: Detailed breakdown of share subscription including price calculation

4. Schedule 4: Conditions Precedent: List of conditions to be satisfied before completion

5. Schedule 5: Completion Obligations: Detailed list of documents and actions required at completion

6. Schedule 6: Warranties: Comprehensive list of warranties given by parties

7. Schedule 7: Reserved Matters: List of decisions requiring special approval

8. Schedule 8: Deed of Adherence: Template deed for new shareholders joining the agreement

9. Appendix A: Board Resolutions: Pro-forma board resolutions approving the share issuance

10. Appendix B: Shareholders' Resolutions: Pro-forma shareholders' resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Real Estate

Manufacturing

Retail

Healthcare

Professional Services

Media and Entertainment

E-commerce

Education

Biotechnology

Clean Energy

Infrastructure

Telecommunications

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Board of Directors

Executive Management

Investment

Company Secretariat

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Venture Capital Partner

Private Equity Manager

Corporate Lawyer

Investment Banker

Financial Controller

Compliance Officer

Board Director

Company Director

Managing Partner

Head of Corporate Development

Chief Operating Officer

Investor Relations Manager

Risk Manager

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