Shareholders' agreement: joint venture through company

This shareholders agreement regulates a single venture or project that will be structured through a company. The project that the company will undertake could be anything: from a property renovation, design and creation of something, or buying a company in order to sell the assets. This agreement is different from other Net Lawman shareholder agreements largely because this is a single project venture, so the agreement places particular emphasis on the exit arrangements.

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About this document

A shareholder agreement is an essential document for partners in a joint venture that uses a company structure. This is particularly the case if contributions of time, expertise, money, use of assets and intellectual property brought in are not in equal proportions.

It is very different from a similar agreement where the shareholders are likely to be individuals. In a JV, the owners are more likely to be companies, each with their own board of directors to control aspects of the project.

A JV is also likely to be time or outcome limited, compared to a normal company that is likely to be expected to continue trading into the long term future. After the goals of the venture have been achieved, the owners are likely to go their own ways and disband the company.

This template helps the parties to identify and deal with the most likely points of dispute. Given the nature of joint projects, we have provided particular emphasis on deadlock resolution during decision making, transfer of shares, and exit arrangements.

Contents

In many areas, we give you complete alternative paragraphs and explain in the notes when each will be the most suitable for you.

This document contains commercial paragraphs as well as what you might call technical legal provisions. You can choose which are suitable for your needs. Many are based on our practical experience as solicitors of dealing with shareholder disputes.

Examples of these provisions are:

  • obligations of the company to the shareholders (the company is also a party to the agreement)
  • roles of directors and actions by the company or a director which require shareholders’ consent: controls and redistributes power between the parties
  • financial information for all shareholders
  • list of actions that require all shareholders’ (or whatever percentage you decide) consent
  • how to deal if deadlock occurs
  • how to deal with new intellectual property
  • tax matters
  • transfers of shares and rights of pre-emption or first refusal: when allowed, under what conditions and to whom
  • termination of this agreement
  • procedure after termination
  • publicity about the deal
  • confidentiality
  • use of a shareholder’s own assets in the business
  • different valuation methodologies for the shares on the departure of a shareholder
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current Australian law.

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