Shareholders Agreement
This comprehensive Shareholders' Agreement outlines the rights and obligations of shareholders in a company. It covers critical aspects such as shareholding structure, company management, restrictive covenants, voting rights, dividend policy, and detailed provisions for share transfers, including drag-along and tag-along rights. The agreement also includes mechanisms for dispute resolution and defines events leading to obligatory share transfers.
SHAREHOLDERS’ AGREEMENT
[date of agreement]
Relating to:
[company name]
([country] Company number: [company number])
Made and entered into by and between:
[names of founding shareholders]
INDEX
MAIN OBJECT OF THE COMPANY.. 6
DIRECTORS AND MANAGEMENT OF THE COMPANY.. 7
RESTRICTIVE COVENANTS AND OBLIGATIONS.. 10
THE SHAREHOLDERS’ VOTING RIGHTS AND MEETINGS.. 13
MATTERS REQUIRING THE CONSENT OF A SPECIAL MAJORITY.. 13
DIVIDEND POLICY AND NET PROFITS.. 17
OBLIGATORY TRANSFER EVENTS.. 21
COMPLETION OF SHARE PURCHASE.. 24
FAIR VALUE AND COMPULSORY PURCHASE OF SHARES.. 26
SERIOUS DEADLOCKS: RESOLUTION OF DISPUTES.. 33
GOVERNING LAW AND JURISDICTION.. 35
CONFLICT WITH MEMORANDUM AND ARTICLES.. 37
PARTIES
[name and address of shareholder 1]
[name and address of shareholder 2]
[name and address of shareholder 3]
etc
[company name] Company Number ([country] [company number])
DEFINITIONS
“Agreement” means this Agreement together with any schedules and/or attachments hereto;
“Business Day” means each day other than a Saturday, Sunday or public holiday in the [country];
“Company” means the Company referred to in clause 1.5 above;
“Equity” means, in relation to any of the Shareholders, such Shareholders’ Shares and Loan Account;
“Loan Accounts” means all non-liquidated, acknowledged claims of whatsoever nature and howsoever arising which the Shareholders may have against the Company and “Loan Account” in relation to any of the Shareholders means that Shareholder’s claims of whatsoever nature and howsoever arising against the Company;
“Parties” means the parties to this Agreement referred to in clause 1 above;
“Serious Deadlock” means any deadlock, disagreement or dispute, whether at Shareholder or Board level, which relates to the core business activities of the Company and which cannot be resolved within 10 (ten) Business days after such deadlock, disagreement or dispute shall have arisen, by the exercise of voting powers or by discussion and debate amongst the Shareholders and/or the Directors (as the case may be) of the Company.
“Shareholder 1” means [1st shareholder name] referred to in clause 1.1 above;
“Shareholder 2” means [2nd shareholder name] referred to in clause 1.2 above;
“Shareholders” means Shareholder 1 and Shareholder 2, in their capacities as members of the Company (the “Founder Shareholders”), and any other person or company or corporation who becomes a member of the Company (the “New Shareholders”), and who are specified in Schedule 2 and whose rights and obligations as an Shareholder have not terminated as provided by clause 24;
“Shares” means the issued Shares in the Company;
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