For most companies, especially startups, a shareholder agreement is the most important document. It regulates the relationship between the directors and shareholders of a company. It will deal with topics such as: Investors may choose to postpone the discussion on a shareholders` agreement in order to continue the important task of setting up the company. While they may intend to return later, if there is more time, the opportunity cannot arise and something else is always a priority. Even if they take it up later, shareholders` expectations and feelings towards the company may have diverged by then, making it more difficult for them to agree to the terms that should be included in the shareholders` agreement. We look at these things and other things that you could include in our what should be in a shareholders` agreement? Article. Being a shareholder does not even confer the right to be a director, and this is usually one of the provisions of a shareholder contract. Most agreements go further by providing a list of management decisions that require the agreement of all (or a certain percentage) of directors. Circumstances vary, but typical provisions relate to matters that are not normal, such as.B. changing the nature of the transaction, entering into unusual contracts or contracts that are of personal interest to a director, extending the overdraft of the company (which all directors have often personally guaranteed), borrowing beyond the agreed limits, the employment or dismissal of employees in unusual circumstances or the initiation or defence of legal proceedings. In the absence of a shareholders` agreement, a minority shareholder (who holds less than 50% of the shares) will generally have little control or control over the management of the company. With respect to dividends, a shareholders` agreement will be included, as the company`s directors determine that a dividend is paid.
They also set the amount, time and method of payment. A shareholders` agreement should indicate how a shareholder can sell his shares. This requires written notification to other shareholders and the possibility of acquiring the shares in proportion to their existing stake. The method of valuation of the shares must be defined. A minority shareholder might want a provision that, if someone agrees to buy the shares of a controlling shareholder, a shareholder can only sell the shares if the same offer is made to all shareholders, including minority shareholders. This is often referred to as the “Tag Along” layout. The goal is to ensure that minority shareholders get the same return on their investment as other shareholders. . . .