Simple Heads of Agreement for a Shareholder's Agreement
A simple Heads of Agreement is a model form of preliminary agreement between three individuals proposing to set up a new company in which each of them will be a shareholder and a director. The Heads of Agreement assumes that a formal Shareholders Agreement will be entered into but until that happens, the Heads of Agreement will have contractual effect.
This is a summary document setting out the initial agreement of the parties. It will cover only the key issues that the parties agree at the beginning of their relationship. It covers formation of a company, initial capital, profits policy, first directors, management, matters requiring unanimity, bankers, deadlock and non-competition.
It has been designed for use in Australia.
This is a summary document setting out the initial agreement of the parties. It will cover only the key issues that the parties agree at the beginning of their relationship. It covers formation of a company, initial capital, profits policy, first directors, management, matters requiring unanimity, bankers, deadlock and non-competition.
It has been designed for use in Australia.
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- Number of Pages: 8
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- Compatible with: Windows, Mac OS and Linux
$14.95 AUD
Add to cartSimple Heads of Agreement for a Shareholder's Agreement
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__________________ Name of Director 2 _________________________________ Date: _________________________ Name of Director 3
Heads of Agreement
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ishment of the Company in ,,. Signed on behalf of:_________________________________ Date: ________________________ Name of Director 1 _________________________________ Date: _______ agreed by the Parties that these Heads of Agreement set the principles upon which the Memorandum and Articles of Association and the contractual framework will be drafted, in readiness for the establess) sufficient funds to meet all costs. 35. Boiler plate clauses: To be agreed and shall include: 35.1. 35.2. 35.3. Governing law/jurisdiction Notices Third Party Rights
Heads of Agreement
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It isas ____________________. No lease shall be entered into on behalf of the Company until the Parties are satisfied that the terms of the lease are reasonable and that the Company possesses (or will posspany shall have a power to enter into contracts, subject to any restrictions set out in the contractual framework. 34. Lease: The Company shall on ___________ enter into a lease of the premises known d maintain effective insurance provision in respect to its operation. [State if there are any Professional Indemnity and Director's Indemnity Insurance and the amounts]. 33. Power to Contract: The Comolved by external independent arbitration should a dispute not be resolved first at a local level. This will be linked to the deadlock provisions. 32. Insurance/Indemnity: The Company shall arrange ans of the YHRCC shall be consolidated as appropriate. 31. Disputes: A mechanism shall be established for the prompt, effective resolution of disputes, initially at a local level. Disputes should be resheme adopted by the Company. In respect to remuneration of officers in support of the Company, these services shall be provided on an agreed recharge basis. 30. Financial Treatment: The annual accountvided] The Company shall not pay any remuneration to any representative of a corporate Member/Director other than reasonable travel and subsidence allowances in accordance with an agreed policy and sc shall be agreed between the Parties. Exit provisions should be drafted accordingly, which shall provide for rights and liabilities to be realised. 29. Remuneration: [State if remuneration will be proement 3
28. Withdrawal from Company: A director/shareholder shall have the ability to withdraw from the Company. This flexibility should be permitted, with certain safeguards agreed. An exit strategys) shall be shared in accordance with the agreed financial formula set out in the contractual framework. Termination of the contractual framework will trigger termination of the Company.
Heads of AgreCompany Memorandum and Articles of Association. 26. Profit Policy: [Read Instructions] 27. Termination/Notice: Should the Company be wound up at any time in the future, then the assets (and liabilitieadlock provision will encourage resolution through independent facilitation and review. A mechanism to identify an independent person/body shall be incorporated into the contractual framework and the the contractual framework. 25. Dispute Provisions: A mechanism shall be established to enable Company deadlocks to be progressed, so far as is possible. This will link into dispute resolution. The de Amend the agreed audit process formula. 24.3. Amend the Memorandum and Articles of Association. 24.4. Exercise of a power to diversify. 24.5. Any merger. 24.6. Any acquisition. 24.7. Any amendment toKey principles set out 24. Decisions requiring unanimous agreement: The following issues shall require the unanimous agreement of the Board of Directors: 24.1. Admit a new member of the Company; 24.2.establishment of the Company, the following shall be approved by the Board of Directors: 23.1. Shareholders/Members Agreement. 23.2. Memorandum and Articles of Association of the Company. 23.3. Other . 22. Financial formula: The dividends and losses shall be calculated as below: ____________________________________________[Mention the way 23. Contractual Framework: As a condition precedent to the al Capital: This has been decided that additional capital shall be infused in the Company by way of ____________________________________________[Mention the way] after _____[Number] years of operationrvices, or internally by an employee. 20. Initial Capital : The initial capital shall be made in the following manner: 20.1. Director 1: __%. 20.2. Director 2: __%. 20.3. Director 3: __%. 21. Addition Company. Such officers may, for example, include an internal audit function or HR support or procurement [Depending on business]. Such positions may be provided externally by way of a contract for seed that the Company shall appoint:
Heads of Agreement 2
19.1. An external legal adviser to the Company, 19.2. Such other officers that may be required for the effective and efficient operation of thel be appointed and also their functions]. 18. Appointment of Bankers and Authorised Signatories: [Read Instructions]
19. Other Officers of the Company (not being employees of the Company): It is agreg due regard to the contractual framework, and the views of the Board of Directors. 17. Appointment of Secretary and Auditors to Company: [Mention who and how the Secretary and Financial Advisers shalrepresentatives present and entitled to vote. 16. Employment of Staff: The Company shall appoint such, and as many, staff as it considers necessary for the proper performance of its obligations, havints and Annual Performance/Audit Review.
15. Quorum for Directors Meetings: No business shall be transacted unless there are at least ____[Number] `Human Directors' or ____[Number] nominated Director of principle, it is agreed that the meetings of Directors shall comprise as a minimum: 14.1. 14.2. 14.3. Setting Annual Budget and Performance Targets; Mid-year review of 1. Annual Financial Statement of Proxies: A power to appoint proxies shall be provided. 14. Frequency of Director Meetings: The calling of meetings shall be at the discretion of the Directors of the Company. However, as a mattereeting. That Chairperson will be empowered to exercise a second or casting vote. [Sample Only]. 12. Casting Vote: The Chairperson shall be entitled to exercise a second or casting vote. 13. Appointmenn is absent]. There will be no Vice Chairperson of the Company. Should the Chairperson not be present at a meeting within a specified time, then the Members present will elect a Chairperson for that m1. Vice Chairperson: [Mention if there shall be a Vice Chairman for those purposes where Chairperson is absent. If there is not one, how will a chair be elected for those meetings where the Chairpersorectors Voting Rights: [Mention voting rights].
Heads of Agreement 1
10. Rotation of Chairperson: The position of Chairperson will be elected annually, but there will be no rotation. [Sample Only]. 1d to ____[Number of members] Members, unless unanimous agreement otherwise. 7. Directors: [Mention the names of the directors; Read Instructions]. 8. Management of Business: [Read Instructions]. 9. Dier function shall be exercised by the Company, unless by unanimous agreement. 5. Date for incorporation: [Mention Date] 6. Members of __________________________________[Name of company] : To be limitend address of each of the parties]
4. Purpose of __________________________________[Name of company] : The Company shall operate as __________________________[Mention business of the Company]. No other/Shareholders Agreement strictly in accordance with the Heads of Agreement.
2.
Definitions: [Set out meanings of distinct terms which are mentioned in the agreement]
3. Parties : [The full name areed principles set out below; 1.5. __________________________________[Name of Solicitors/Lawyers/Law firm] are instructed to draft the Memorandum and Articles of Association of the Company and a Membation and initial funding of the Company is agreed; the mechanism for ongoing funding of the Company is, so far as practicable, agreed; the contractual framework reflects and is consistent with the agablished. In particular, the Heads of Agreement shall ensure that: 1.1. 1.2. 1.3. 1.4. The Company is established in accordance with the agreed principles set out below; in principle, the initial operut the intention of the Parties and the agreed key principles upon which the __________________________________[Name of company] (the "Company") shall be incorporated and the contractual framework estforms.com.
HEADS OF AGREEMENT TEMPLATE Relating to the Shareholder's Agreement For _______________________________________ PTY Ltd.
1. Purpose of the Heads of Agreement: The Heads of Agreement set oRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. The use of these materials is subject to the "Terms and Conditions" found at findlegalINCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (SS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED AT YOUR OWN RISK. IN NO EVENT WILL: I) FLF, ITS AGENserious legal matters. No Lawyer-Client / Solicitor-Client relationship is created by use of these materials.
THESE MATERIALS ARE PROVIDED "AS-IS" and "WITHOUT LIABILITY." FLF DOES NOT GIVE ANY EXPRErm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only a lawyer/solicitor can provide legal advice. A lawyer/solicitor should be consulted for all upon the nature of the business it may be desirable to provide that the parties agree to devote sufficient time to the running of the Company.
DISCLAIMER: FindLegalForms, Inc. ("FLF") is not a law fisituation and need to be carefully drafted by solicitors. NON-COMPETITION The applicability of this provision depends on the nature of the business and the interests of the various parties. Depending es to a new venture may not be expecting a disagreement, it is advisable to provide for this in any formal documentation. Disputes/disagreement provisions provide a possible course out of a difficult of the accountants/auditors should be mentioned. It is sensible to nominate these early on, although this paragraph is not essential as the company has not yet been formed. DISPUTES Although the partisions mentioned below. BANKERS This paragraph provides not only for the opening of an account with a named bank but also who will be able to operate the account. ACCOUNTANTS Name and responsibilities should be spelled out. One problem that may arise is when unanimity by the directors is required but cannot be achieved. The Shareholders Agreement should deal with this by providing for dispute proviwhile another might provide office premises or particular services to the company. MATTERS REQUIRING UNANIMITY Those key decisions that require the unanimous vote of all the shareholders or directors d be required to pass a resolution). MANAGEMENT OF BUSINESS This paragraph will set out particular obligations of the various parties. For example, one of them may be appointed to manage the business g 60% and the others are contributing 20% each) the majority participant may want to have greater control than this paragraph would allow (e.g. by providing that any two votes, including his own, woulhich decisions will require unanimous agreement and Director's voting rights. Where the capital or other contributions of the parties to the new
venture are unequal (e.g. if one person is contributin tax advice should be taken from accountants. DIRECTORS It is imperative to clearly establish who the first directors are and what their voting rights will be. It is also very important to spell out wes the various ways the profits shall be used. This can be either a distribution by way of dividends or a plough back into the business. There may also be tax implications to be taken into account andand manner of infusing additional capital should also be included. Bank borrowing is included here as a possible way of dealing with working capital requirements. PROFITS POLICY This paragraph clarifieir commitment to the initial cash which is required. ADDITIONAL CAPITAL If there are provisions for shareholders to contribute additional capital, then it should be spelled out there. The proportion parties should be set out. PURPOSE OF THE COMPANY The nature of the business should be spelled out here. INITIAL CAPITAL Here the percentage holding of each of the shareholders will be set out and thion for this form are set out below. INSTRUCTIONS: PURPOSE OF THE HEADS OF AGREEMENT The main purpose of the Heads of Agreement should be outlined PARTIES Here the full name and address of each of thenship. It covers formation of a company, initial capital, profits policy, first directors, management, matters requiring unanimity, bankers, deadlock and non-competition. Some of the notes of instructnt will have contractual effect. This is a summary document setting out the initial agreement of the parties. It will cover only the key issues that the parties agree at the beginning of their relatioompany in which each of them will be a shareholder and a director. The Heads of Agreement assumes that a formal Shareholders Agreement will be entered into but until that happens, the Heads of AgreemeSIMPLE HEADS OF AGREEMENT FOR A SHAREHOLDER'S AGREEMENT
GENERAL DESCRIPTION: A simple Heads of Agreement is a model form of preliminary agreement between three individuals proposing to set up a new c
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We provide accurate, legal and secure forms. All of our forms are prepared by attorneys, can be downloaded and accessed immediately, and are backed by a 100% money back guarantee – if you are dissatisfied, in any way, you get your money back.
$14.95 AUD
Add to cartSimple Heads of Agreement for a Shareholder's Agreement
Product Specifications
| Product | Simple Heads of Agreement for a Shareholder's Agreement |
| Country | Australia |
| Pages | 8 |
| Dimensions | Designed for Letter Size (8.5" x 11") |
| Printer compatibility | Designed to print on all ink-jet and laser printers |
| Sample | Available (requires Flash plug-in) |
| Editable | Yes (.doc, .wpd and .rtf) |
| Format |
Microsoft Word Adobe PDF WordPerfect Rich Text Format |
| Platform | Windows Compatible Mac Compatible Linux Compatible |
| Availability | In Stock. Instant Download |
| Usage | Unlimited number of prints |
| Category | Corporations |
| Product number | #32597 |
| Download time | Less than 1 minute (approx.) |
| Document Access | Via secret online address Email with download links Email with attachment upon request |
| Refund Policy | 60 days, no-questions asked, 100% money back guarantee |
| Support | Customer support 1-800-959-5899 Online support Additional Help |
Our Promise to You:
We provide accurate, legal and secure forms. All of our forms are prepared by attorneys, can be downloaded and accessed immediately, and are backed by a 100% money back guarantee – if you are dissatisfied, in any way, you get your money back.
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Simple Heads of Agreement for a Shareholder's Agreement
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