Shareholders’ agreements outline the regulations for running a corporation legally. In this agreement, also known as a stockholders’ agreement or SHA, each shareholder’s interests are protected and a fair relationship is established within the company.
A shareholder agreement outlines the rights and obligations of each shareholder, how shares are sold, how the company will run, and how decisions will be made.
Who Needs a Shareholders’ Agreement?
Shareholder’s agreements are required when more than one person invests money in a corporation. The document should be drafted and signed right after the corporation is formed in order to avoid any issues or confusion during the setup process.
There should be a shareholders’ agreement regardless of the number of investors. Even if the investors are family or close friends, it should still be used.
When you do business with people you know, it’s easy to assume there won’t be any disputes or issues. Although this may be true, a shareholders’ agreement will protect everyone’s rights and interests, and you’ll always have a clear, fair way to settle disputes.
A shareholders’ agreement should be drafted even if the company’s articles of incorporation outline its laws and policies.
Important Clauses Found in Shareholders’ Agreements
Shareholders’ agreements should be detailed and clear. Despite the fact that each agreement is custom tailored to each company, all agreements must contain certain key components. In these components, you will find details about how the business will be run, how issues will be resolved between shareholders, and what each shareholder’s responsibilities and benefits will be.
The following key provisions are usually included in shareholder agreements:
- The preamble lists the parties, including the company name and all shareholders
- Goals of the agreement
- How shares will be bought, sold, or transferred (this includes both optional and mandatory buybacks by the company and what happens in the event of a shareholder’s death)
- A protection for holders of less than 50% of a company’s shares
- The dividends
- Right of first refusal
- Share price that is fair
- Describe how the company will be run, such as who will be named director, how board meetings will be conducted, management information, banking arrangements, and other financial details.
- Procedures for resolving disputes
In addition to these provisions, a shareholders’ agreement should also contain the date, the number of shares issued, the percentage ownership of each shareholder, and how votes are decided.
In addition to these, a shareholders’ agreement usually contains the following clauses:
Clause 1: Director Structure
A company’s directors will be governed by this clause. This document will outline decision making policies, the rights of shareholders to appoint and remove directors, and the powers of directors.
Clause 2: Buying and Selling Provisions
The rights and obligations of shareholders when it comes to buying and selling shares. A number of situations may call for the purchase or sale of shares, including bankruptcy, disability, death, and retirement. A shareholders’ agreement should include a method for valuing shares, one of the most important parts.
Clause 3: Financing
In this clause, shareholders will be able to contribute capital to the company and what happens if they are no longer able to do so.
Clause 4: Restrictions on the Transfer of Shares
Shareholders can have some control over who they do business with by restricting share transfers. To transfer shares or to offer first rights to buy shares to existing shareholders, a director’s approval is typically required first.
Clause 5: Dispute Resolution
In a shareholders’ agreement, dispute resolution is an important clause. The agreement outlines how conflicts between shareholders should be resolved, as well as consequences for breaching it.
Clause 6: Confidentiality
Parties to a shareholders’ agreement are usually required to keep the terms confidential, unless otherwise agreed.
Clause 7: Shareholder and Director Meetings
In most corporations, shareholders and directors meet regularly. An agreement containing a meeting schedule can help prevent confusion in the future. Additionally, this clause should describe how meetings will be conducted, what procedures will be in place, and how votes will be cast.
Clause 8: Protections for the Company
A shareholders’ agreement serves not only to protect shareholders, but also the company as a whole. To protect the company, this clause may limit shareholders from participating in competition or restrict shareholder interaction with customers.
A shareholder agreement will vary depending on the company needs and structure. Keep in mind that it is important to make the agreement as detailed and easy to understand as possible.
Conclusion
It is important that the address and phone number of each shareholder are listed correctly. Also, make sure you include any officers and managing shareholders of the company.
An agreement should clearly and explicitly specify the responsibilities of shareholders, their voting rights, and their decision-making abilities.
In contrast with articles of incorporation, which can be changed by a majority vote, a shareholders’ agreement requires all shareholders’ approval. In order for this agreement to be enforceable, it must be comprehensive, all-inclusive, and say exactly what you need it to say.
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