Shareholders agreement: existing company; working directors
A very full shareholders agreement for an existing company,
perhaps on the introduction of new shareholders or
directors, or simply because "it is a good idea”. Comes with
extensive notes to help and guide you. It is in clear modern
English. It is suitable for a wide variety of circumstances, for
example, a group of shareholders working together or some
active, some inactive shareholders
About this document
This shareholders agreement is suitable for shareholders of any type of existing business. It has been drawn for a situation where one or more shareholders own an existing company of any kind and they are joined by a new shareholder or where existing shareholders simply decide the time has come to set down their relationships for management and control.
Shareholders' agreements set the ground rules for the relationship between shareholders. Mostly that means protecting the interests of one or more shareholders against the others. The directors operate a company and make the decisions, but the directors operate only in accordance with the instructions of the shareholders to whom they are accountable. Furthermore, to the extent that shareholders are also directors, they are bound to the terms of an agreement they have signed as a shareholder. So this means that it is really important to have a watertight shareholders agreement.
The document includes provision for valuation of the shares of a departing shareholder by reference to a valuation based on your instructions to an accountant. The valuation depends on the parameters used, so your instructions are critical. We have provided a comprehensive version which you can edit according to the deal you wish to strike with a selling shareholder.
Application
and features
Comprehensive template – simply delete what you do not need
Defines actions where shareholder consent is required
Limits the freedom of executive director or majority shareholders
Written in plain English
Explanatory notes to guide you through
Contents
Definitions
Relationship of parties
Directors
Proxy votes
Company’s obligations
Actions for which shareholders’ consent is required
New intellectual property
Confidentiality
Exit strategy
Transfer of shares and right of pre-emption
Procedure after transfer
Transfer of shares on death or incapacity
Shareholder’s continuing obligations
Restrictions on shareholder after transfer
Conflict with the articles
Breach of this agreement
Agreement is divisible
Notices and service
Dispute resolution
Waiver
Jurisdiction
The Schedule - draft letter to accountants
Word
Count (approximate):
Document: 4460
words
Explanatory notes:
1980
words
Draftsman
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