Startup Shareholders Deed Template (Australia)

Use this template if you:

• Are setting up an early‑stage or pre‑seed / seed company with a small group of founders;
• Want something more robust than a handshake or cap table email, but not a 60‑page investor‑style deed;
• Need a simple way to record founder vesting, leaver outcomes and key shareholder protections;
• Want founders and early investors aligned on how decisions, funding rounds and exits will work.

It is suited to:

• Startup founders incorporating a new Pty Ltd in Australia;
• Lean teams with 2–4 shareholders (founders plus a small number of early investors or advisors);
• Companies doing or preparing for friends‑and‑family, angel or small seed rounds;
• Lawyers, accountants and startup advisers who need a practical “first shareholders deed” precedent.

What this template covers:

• Parties, purpose and how the shareholders deed interacts with the constitution;
• Share capital, classes of shares and pre‑emptive rights on new issues;
• Board structure, founder / investor appointment rights and decision‑making rules;
• Reserved matters list with tailored thresholds for bigger strategic decisions;
• Funding mechanics (equity, loans, convertibles), dilution and information rights;
• Transfer restrictions, permitted transfers, pre‑emptive rights, tag‑along and drag‑along;
• Founder vesting, good leaver / bad leaver settings and compulsory transfer on default;
• Basic non‑compete, non‑solicitation, confidentiality and dispute‑resolution provisions.

You receive a free Word template with drafting notes and placeholders ready to be tailored to your company’s details (founders, cap table, thresholds and business description). It is a solid starting point for early‑stage startups but does not replace legal advice on your specific structure or investor terms.