Shareholder agreements: Key considerations when putting an agreement in place

The shareholders’ agreement should state loud and clear the dos and don’ts, including the scope and the period of these restrictions. It’s imperative that the shareholders’ agreement includes a non-competition clause, or there’d be no use crying over spilt milk if a shareholder takes advantage of the loophole and exposes the company’s trade secrets. However, bear in mind that non-competition clauses have to be reasonable in order to ensure their enforceability. If they are inordinately restrictive or drafted in an excessively broad manner, the court may rule that such a clause has no effect on the shareholder. A shareholders agreement is a private agreement between the shareholders and the company. This agreement provides a series of functions, from regulating the relationship between shareholders and a company to outlining what actions a company can take and what level of shareholder consent is required to do so.

What to include in a shareholders agreement

There are various advantages of having a separate shareholders’ agreement, the most important ones are listed below. Read on as we explore the various advantages of having a shareholders’ agreement. Although it is not required by law, almost all companies running a business with more than one person in the company prepare this legal document. A Shareholders’ Agreement (SHA) is essentially a contract between the shareholders and the company, that lays down the rights and obligations of the shareholders with respect to the company.

Shareholder Agreements – 10 Important Clauses to Include in Yours

The agreement protects shareholders, and it can be used as a reference document if there are disputes in the future. Also, the shareholder agreement may include a clause that prevents minority shareholders from transferring their shares to a competitor or other party that majority shareholders do not want to get involved in the company. The agreement should also define rules on the sale and transfer of shares, who can purchase shares, the terms and prices, etc.

  • It is a confidential contract between shareholders and must be signed by all parties.
  • There are many reasons and circumstances that transference of shares may be required, for example, retirement or death of a shareholder.
  • You may still have second thoughts about entering into a shareholders’ agreement, thinking “It sounds goods, but maybe my company doesn’t need one”.
  • For the business, it describes how the company will be operated and how significant decisions will be made.
  • The agreement will typically outline who is to work in the company and on what terms, with all the shareholders usually entitled to be directors.
  • Some of the commonly reserved matters include changing share capital, acquiring or disposing of certain assets, taking on new debt, paying dividends, and changing the articles of association and memorandum.

These are some highly-valued mechanisms sought by shareholders and are usually incorporated in most shareholders’ agreements. These clauses serve to protect existing shareholders from the involuntary dilution of their stake in the company. Any new issuance of shares (pre-emptive right) or outgoing shareholder’s shares (right of first refusal) must first be offered to existing shareholders before they can be sold to a third party. Such rights are usually on pro-rata basis, although in some cases, the parties may agree to a “super pre-emption” which means some shareholders may be entitled to invest more than pro-rata.

Consequences of breach of shareholders agreement

The shareholders—sometimes called stockholders—of a corporation are those who own one or more shares of stock in the corporation. A shareholders agreement is an agreement between the owners of the business, with the business as a whole, and with each other. From a direct breach of contract to disagreements over company operations, it is important to have a dispute resolution procedure in place, so you know how to manage conflict internally. This part of the agreement can also require shareholders to sell their shares for the minimum net asset value. This prevents them from selling their shares at a low rate, resulting in a loss for the company and other shareholders. This portion of the document allows shareholders to establish boundaries and guidelines that protect their own interests.

What to include in a shareholders agreement

Most corporations understand that the best time to create this agreement is early on, but they sometimes avoid making one. Additionally, many agreements belonging to small corporations are only created when a problem develops. It can be tough to agree to this type by that time because arguments have ensued.

Need help with a Shareholder Agreement?

There are many reasons and circumstances that transference of shares may be required, for example, retirement or death of a shareholder. However, to ensure the transference (or sale) of shares is done in the best interest of the company and the remaining shareholders, it’s important to include this within a shareholders agreement. A shareholders’ agreement (sometimes referred to in the U.S. as a stockholders’ agreement) (SHA) is an agreement amongst the shareholders or members of a company. It can be said that some jurisdictions fail to give a proper definition to the concept of shareholders’ agreement, however particular consequences of this agreements are defined so far.

What to include in a shareholders agreement

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