Checklist · Commercial & Corporate Advisory
Shareholders’ agreement key terms checklist and term sheet (proprietary company)
Checklist and term sheet for a shareholders’ agreement in an Australian proprietary company: parties and shareholdings, board and reserved matters, funding, transfers and pre-emption, drag and tag, deadlock, leavers, restraints, disputes, and how it fits with the constitution.
- Kind
- Checklist. Steps or checks to work through and tick off.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 18 October 2026
- Status
- Maintained. Checked on 18 October 2026 against the 3 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use at the first meeting with founders, investors or joint venturers who are setting up or restructuring a proprietary company, before a shareholders’ agreement is drafted. The completed term sheet is the drafting instruction. It is also a review list for a counterparty’s draft.
Used for these tasks
- Draft a shareholders' agreement or joint-venture term sheet
- Draft a first-pass shareholders agreement from a term sheet
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may record the clients’ answers in the term sheet and compare it with the constitution and any existing agreement; the lawyer advises on each commercial choice and settles the drafting instructions.
AI may
- Record the clients’ instructions in the term sheet from meeting notes and emails
- Compare the term sheet with the company’s constitution and list conflicts the agreement or a new constitution must resolve
- Produce a first-pass agreement from the settled term sheet using the firm’s precedent, for the lawyer to review clause by clause
AI must not
- Must not recommend commercial positions such as valuation methods, leaver prices or restraint periods
- Must not act for, or appear to advise, more than one shareholder where interests conflict
- Must not process the parties’ financial or personal information in a tool outside the firm’s approved environment
The lawyer checks
- The firm’s client is identified and the other parties have been told to get their own advice, with any joint retainer properly documented
- The agreement and the constitution say the same thing on transfers, pre-emption, director appointments and reserved matters, or the constitution is to be amended
- Restraints are tailored to the business and cascaded so that a court can read them down
- Deadlock, leaver and exit provisions work together and produce a price and a process in every case
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is for signed-in accounts. It is free. When you sign in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
More in Commercial & Corporate Advisory
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- Deed of access, insurance and indemnity for a director or officer (Corporations Act ss 198F and 199A to 199C)
- Letter of advice to directors on duties and insolvent trading exposure
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- Mutual confidentiality agreement (Australian law) with AI-tool use restrictions
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- Board paper and resolution approving adoption of an AI system (risk, accountability, monitoring)
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