The shareholders` agreement should cover the share capital of the company at the time of its signature. Since the change of share capital is one of the reserved matters, directors are prohibited from issuing new shares or converting existing shares into a new class of shares without the signatories approving the changes. Including important provisions such as voting rights, distributions and purchase and sale agreements in your shareholder agreement will help ensure that you and your shareholders meet the same expectations. Therefore, you and your shareholders can focus on tracking your investment in the company without being distracted by issues that could have been decided in advance and documented in a shareholders` agreement. Instead of giving shareholders an unlimited right to sell to third parties, you may want to consider restricting this option. For example, shareholder agreements often include a “right of first refusal” provision that requires the selling shareholder to offer his or her shares to the company and/or other shareholders before agreeing to sell to a third party. Shareholder agreements may also include a “lock-in” provision that commits shareholders not to sell their shares for a minimum period of time – perhaps a few years. All sales made before the end of the minimum period must be made at a discount to the fair market value of the shares. Some shareholder agreements include identification rights, which stipulate that if the Majority Shareholders of the Company plan to sell their shares to third parties, they are required to involve the other shareholders in the transaction in order to protect the minority shareholders from exclusion from the company. A shareholders` agreement can be an effective tool to control who becomes a shareholder in your company. Most shareholder agreements contain transfer restrictions that prohibit shareholders from transferring their shares to persons other than certain “authorized acquirers” (which generally include other shareholders and their immediate family members) without the corporation`s consent.
In addition, shareholder agreements often provide as follows: In most countries, registration of a shareholders` agreement is not necessary for it to be effective. In fact, it is the perceived greater flexibility of contract law over corporate law that is a large part of the raison d`être of shareholder agreements. Even in groups that have only a small number of shareholders, a shareholders` agreement should be established. The contract must be active before the start of the company`s operations to ensure that all shareholders agree on its contents. In terms of voting rights, shareholders generally have the right to elect board members and approve (or veto) important company decisions such as the sale of the company, changes in shareholder rights, and high capital expenditures. It is a good idea to indicate in the shareholders` agreement which capital shares require shareholder approval and indicate what percentage of votes are required for approval. As a general rule, shareholders act by a majority of votes. However, for some important business decisions, you may consider requiring a higher standard of approval – for example, a super-majority (p.B 66%). Many entrepreneurs who start startups will want to write a shareholders` agreement for the first parties.
The aim is to clarify what the parties had originally planned; When disputes arise as the business matures and changes, a written agreement can help resolve issues by serving as a point of reference. Entrepreneurs can also indicate who can be a shareholder, which happens when a shareholder is no longer able to actively own their shares (for example. B, becomes disabled, dies, resigns or is dismissed) and who has the right to be a member of the board of directors. Typical format and content of a shareholders` agreement (see the model agreement as part of this discussion) Preparing and discussing such an agreement will give you valuable insight into the styles, objectives, etc. of the other parties. This should force an accurate and honest assessment of who will do what and who is committed to doing what. Above all: are the personal goals, goals and willingness to take risks of the founders compatible? If one founder envisions a close-knit small business as an opportunity to become self-employed and another a dynamic business, that marriage won`t work! Even if you are not sure about certain things and no matter how meticulous you are, you will miss something. Do this, and then correct it if necessary, that is, revise an agreement later instead of postponing one in the first place. If a group of shareholders wishes to sell its shares, which form the majority of the shares, minority shareholders should have the right to participate – that is, to include their shares in a sale to foreigners. A shareholders` agreement document addresses important issues such as the transfer of shares and the rights of shareholders and officers to ensure the proper functioning of the company. A shareholders` agreement defines how a company is to be managed, the rights and obligations granted to shareholders, and the relationship between the company and shareholders.
It is similar to a partnership agreement, which is an agreement between the different partners of a company. It may be desirable to grant all shareholders the right to buy shares of a shareholder who wishes to sell his shares before their shares are sold to a third party (i.e. a right of first refusal). How does a seller offer shares? Acceptance deadlines? There should probably be provisions for pro-rated distributions of unpurchased shares. How could one or more shareholders offer to buy shares from other shareholders? The shareholders` agreement aims to ensure that shareholders are treated fairly and that their rights are protected. If a shareholder leaves, should he be able to “force” the other shareholders to buy his shares? If he is expelled, can he keep his shares? When a shareholder (such as a founder) receives shares in order to incur certain obligations to the company over time, certain conditions for exercise must be established. For example, if a founder resigns, he should lose a percentage of his shares (if he accepts a 3-year acquisition and resigns after 6 months, then he loses 5/6 of his shares. Perhaps the outgoing shareholder should resell some of his shares to the company (or proportionally to other shareholders). In this case, an evaluation method (see below) should be defined. (could include in Article 2 details on acquisition and dismissal in the event of death) This section should also clarify that shareholders ensure that a business plan (i.e., . .