Shareholders' agreement

About this shareholders' agreement

A shareholders’ agreement is an essential document for the owners of any company. It rebalances control when there is different levels of involvement and power in day to day decisions, and protects the value and the interests of each party.

Not only should this template help you establish the strategic management structure you need to grow your business, but also ensure that your investment is protected when you or other owners decide to sell.

This template is our full standard version, suitable for most proprietary limited companies regardless of the industry of the business or the number of shareholders. It could be put in place by a majority or a minority shareholder when the company is formed, or at any later time, for example, on change of ownership or when a significant debt investment is made or repaid.

Contents

No other shareholders’ agreements for sale on the Internet are so comprehensive in their cover of legal issues, and the drafting explanations and tips supplied. This agreement has been carefully thought out and frequently updated over 15 years so as to give you a document that covers the law accurately but which, at the same time, helps you to avoid conflict in day to day practical areas of management and control.

In many areas, we give you complete alternative paragraphs and explain in the notes when each will be the most suitable for you.

Each provision is clearly worded and can easily be edited or removed without affecting the remainder of the document.

Examples of subjects covered are:

• obligations of the company to the shareholders (the company is also a party to the agreement)

• how shareholders will maintain their rights if they are not present at meetings

• roles of directors and actions by the company or a director which require shareholders’ consent: controls and redistributes power between shareholders so that majority shareholders cannot force decisions

• new shareholder rights and restrictions: even if he is a trustee in bankruptcy

• special protection of a minority by specification of critical decisions that must be agreed by that shareholder

• facility for a minority shareholder to appoint his or her own nominated director who cannot be removed by the others.

• how to deal with new intellectual property

• transfers of shares and rights of pre-emption or first refusal: when allowed, under what conditions and to whom

• exit strategy: including drag-along and tag-along rights

• key man insurance

• publicity about the deal

• confidentiality

• use of a shareholder’s own assets in the business

• different valuation methodologies for the shares on the departure of a shareholder

Other versions of this agreement

We also offer other versions of this agreement for specific situations. including where a single person owns the majority of the equity, and where shareholders include professional investors who require more complex exit provisions.