StartupTools has developed three versions of our Shareholders’ Agreement (SHA). Each of them caters for particular situation or stage a startup might find itself in throughout its life and growth cycle.
Our Three Versions
Without Investors (/Founders Only) – The one to use when you are just starting up and have no external shareholders at all. This was previously called the “Founders’ Agreement” but we renamed it to “Shareholders’ Agreement Without Investors” to avoid some recurring confusion.
With Small Investors – The one to use when you have come a little further, and the time has come to bring in some small scale funding. This is suitable to use when you find an angel investor or let FFF (friends, fools & family) into your cap table.
With VC Lead Investor – The one to use for scaling up with VC funding. Congratulations on getting this far – truly well done! This SHA is suitable when you are doing an investment round and have one main investor (often but not necessarily a VC). It is also equipped with tools for smaller investors joining in.
The Sequence
The most common order of using these is Without Investors -> With Small Investors -> With VC Lead Investor. There is however nothing in them that means you must do this. It works equally well to begin with either that suits your current needs and go from there.
Why use our sequence of SHAs?
We aim to provide a complete system of investment tools (both documents & instruments) for startups which are compatible and support each other. By using these SHAs in sequence rather than taking on a new framework for each stage you gain a few smart wins:
- Standardised format & terms – Many investors and entrepreneurs are familiar with our standard and documents. Using them will lay the groundwork for smooth transactions and allow everyone to focus on negotiating the actual deal rather than scrutinizing small print and trying to understand new difficult legal setups. Please take care to read everything thoroughly though, these are very important documents
- No collision between versions – Using the same suite of SHAs also means you will not have to handle collisions as a result of different frameworks. If you change the format completely when you replace the SHA you might have to find solutions for how to translate the original terms fairly. This can lead to lengthy (often nightly) negotiations and discussions – at a time when you really want to stay sharp and close the deal with your new potential investors
- Part of a coherent system – When we develop new tools, such as WISE or SWEAT (currently Sweden only), or release other documents we take care to make them compatible, avoiding any potential collisions
- Adapted for startups – These SHAs are particularly calibrated for the needs of modern, online, high paced startups. They adress what may arise in this type of environment and avoid other lengthy irrelevant parts which will just cost time and money to process
Read more about our StartupTools Standard and download the documents!
/Hannes Rosén
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Hej! Vilken fantastisk hjälp ni har skapat. Vi håller på att ta in ängelinvestering och jag fick tipset att använda mig av era mallar. Hittar dock ingen mall för just steg två – small investors. Är meningen att jag ska anpassa den mall som ni har för shareholders, eller den som ni har för founders?
Tack på förhand!
/Miia
Hej Miia!
Du det enklaste är nog att använda mallen som heter just Shareholders’ Agreement (Only Small Investors) – hittar du inte den när du går vidare till nedladdning?
Om det är första gången du använder våra (eller något) Shareholders’ Agreement kan jag också rekommendera våra premium-avtal med lite mer vägledning (dock samma juridiska text): https://startuptools.org/se/product/premium-shareholders-agreement-only-small-investors/
ps. Tack för donationen! ds.
Hej!
Vi är två moderbolag som ska starta ett dotterbolag tillsammans,
vi kommer inom nära framtid ta in 2 st investerare på låg %(som pre-seed),
sedan kommer vi om X antal månader att försöka få in 2 st ängel investerare(som Seed).
Vilka av era verktyg rekommenderar ni då?
Hej!
Kul att ni ska dra igång. Det låter som att ett shareholders’ agreement with small investors (finns för nedladdning hos oss) vore lämpligast för att sätta upp det första och sedan kan ni använda WISE för att ta in ängelinvesteringarna. Vill ni ha hjälp med WISE kan ni kolla våra paid services (https://startuptools.org/se/paid-services/) där vi erbjuder hjälp med WISE.
Lycka till!
Hi,
I am working with the Shareholder Agreement with small investors right now.
1. What I don’t understand is why there are no vesting clause, bad/good leaver clause for Founders, but only for key persons? Same in dedication where you note this shall be for Key Persons, but of course, it is important for Founders as well. What were your thoughts behind this?
2. 5 Describes Investor Majority Consent for a few points, but what about all the other bullet points that you also mention in the Founder Agreement. How do you decide on the other points such as debts etc which was Founder Majority consent? Or reverse how is the decision making if no investor majority consent is needed?
Hello!
Thank you for getting in touch.
1. The way it is structured is so that “founders” are the founding shareholders, and “key persons” are the important people. In the case where founders own the shares personally, they are both and shall be filled out in both “Part 1” and “Part 2” of Schedule 1. However, a very common setup is that the founders own their shares through a holding company, rather than personally. In this case, it becomes important to separate the physical person (key person) for who the good/bad leaver clauses apply, from the holding company (founder) which is holding the shares. In the case of ownership through a holding company this setup is essential since it is directly with the physical person the company will have employment agreements, the capacity to require full dedication etc.
To put it practically – the physical people founding the company are key persons and hence bound by those clauses you mention, if they also own the shares personally also enter them into “Part 1” of “Schedule 1”, otherwise put their holding companies into “Part 1” and the persons into “Part 2”.
2. Looking at clause 5 in SHA – Without Investors (founders’ agreement) and With Small Investors I believe that it is the same. Perhaps you can elaborate your question further to help me understand?
Thanks for your answer!
In the SHA with small investors only the Investor Majority consent lists a few topics such as hiring the CEO; in the SHA without investors it is the same topics for Founder Majority consent; In the Founder Agreement (I think that is older, right?), there you have a much longer list of points to decide upon with Founder Majority such as loans (e.g. “(f) guarantee any indebtedness, save for trade accounts of the Company, or incur any indebtedness in excess of SEK 300,000”). When you go from Founder Agreement to SHA, who decides on these things if they are not named in the Agreement anymore?
Got it, you are referring to previous versions of the SHA with no investors.
Generally anything not regulated specifically in this agreement is decided by either the board, the general meeting or the CEO/operations – depending on the nature of the topic & any defined instructions. Which is the same as when there is a requirement of a founder majority except there is no veto-function in the founder majority anymore. (I don’t have the old document at hand right now, but I think this is how it’s constructed. If there is anything in particular do sort out, feel free to drop me an email: hannes@startuptools.org).
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