Our Brisbane Commercial lawyers regularly advise on Shareholder Agreements and JV Agreements and prepare them for clients.
Shareholder Agreement Checklist / JV Agreement Checklist
| Objectives of Venture |
Nature of Business
|
Location
|
| Intended expansion |
| Registered Office |
| Has a Business Plan been prepared that can be annexed? If not, is there a requirement for one? |
| Seller’s pre-completion conduct |
| Name |
| Name of the venture |
| Is a separate business name required? |
| Asset Contributions |
| What is each venturer contributing? |
Assets from ______________
|
| Date to be provided by |
| Warranties they come with |
| Due Diligence required on these assets? |
| Tax and Stamp Duty considerations |
Value
|
Assets from ______________
|
| Date to be provided by |
| Warranties they come with |
| Due Diligence required on these assets? |
| Tax and Stamp Duty considerations |
Value
|
| Funding |
Funding to date:
|
Future funding:
|
| Consequences if agreed funding not provided when promised? |
| Agreed budget & cash flow? |
Funding beyond budget:
|
| Security & Liability |
| Security to be provided for any funding requirement – current and future? |
| Who is to put up personal guarantees? |
| Shareholding |
| Class/es of shares & rights |
Initial Shareholders
|
Further capital raising(s):
|
| Share Options |
General meeting requirements?
|
| Board |
Who are to be the board members?
|
Number on the Board:
|
| Scope of duties of Chair-person and “professionally qualified” board members |
| What shareholding entitles the holder to make a Board appointment? |
| Company Secretary? |
| Company Public Officer? |
| Frequency and place of Board meetings? |
| Chairperson? |
| Quorum? |
| What decisions have to be joint decisions? |
Voting :
|
Director indemnities
|
| Management & Reporting |
| Scope of delegation to Manager? |
| Cheque signing authorities |
| Day to day running |
| Operational expenditure limits |
| Hiring & firing |
| Capital expenditure limits |
| What decisions have to be joint decisions? |
Budgets & reporting:
|
| Performance indicators |
| Accounting / Accountant for the venture |
| Audit required? |
| Shareholder ability to inspect & request additional information |
| Dividend Policy |
| At the discretion of the Directors or a pre-determined policy? |
| Tax Issues? |
| Involvement of Key Persons |
| Employment Contracts for key employees. Consider the terms of employment including hours, pay, leave, travel expenses |
Sickness
|
| Non-venture activities of key persons (any limits for similar or other businesses) |
| Death or incapacity of key persons – is this to trigger a sell down? / How is this to be funded? |
| Special duties? |
| Secondment of Venturer staff? |
| Shareholder exit |
| In what circumstances can a shareholder be forced out by another? |
| How are shares valued? |
| Pre-emptive Rights – shares first offered inside and then not on more favourable terms outside |
| Lock-in time limits? |
| Rights of re-structure for a shareholder (transferring within their group) |
| Non-Competition on shareholder exit |
| Restrictions |
| Term |
| Area |
| Material Contacts |
| Contacts that the JV Company is to enter into |
| Deadlock Breaking |
| Termination |
NOTE: Need for specific legal advice
This check-list is not legal advice but simply to provide a tool to aid in preparation, negotiations, delegation and document preparation.
Need a Shareholders Agreement?
Our Brisbane Commercial Lawyers will provide a fixed fee quote to prepare one for you.
