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. Contact us today!