Checklist For Preparing Shareholder Agreement

Default – Think about what is considered a default under the shareholders` agreement (for example. (bankruptcy, bankruptcy, incapacity for work, adultery, breach of contract, retirement, change of shareholder control) and what happens if a shareholder is late (e.g.B. forced redemption)? How are the shares of the defaulting shareholder valued in the event of late payment – are they subject to a discount? 1. In the case of an existing undertaking, the person drafting the shareholders` agreement should receive at least one copy of the memorandum and articles of association of the company and a copy of the instrument of incorporation (including an act of change of name). Click on this link to view a list of our shareholder agreements and other business structures If shareholders are unable to agree on specific topics (either by their directors on the board of directors or at the general meeting), a « Deadlock » occurs. Often, shareholders agree at the beginning on what to do in such a situation. An often chosen solution is for a shareholder to offer to sell his shares or buy the shares of other shareholders at a set price. These solutions are sometimes called « Russian Roulette » or « Texas Shootout ». If so, the corporation or shareholders will acquire the shares?……………………………………………….

(A company may, in certain circumstances, buy back its own shares for collection purposes, but the company must be solvent and various formalities are necessary) Death – If a shareholder (or the main shareholder of a corporate shareholder) dies, do you think if their shares are subject to automatic redemption or should other shareholders simply have a call option? Should the company have life insurance for each of the shareholders in order to finance this buyout? If it is not financed by life insurance, how are the shares valued and what are the terms of payment? Full name, denomination (e.g. Sir, woman, mademoiselle, etc.) and address of each shareholder (address of residence of an individual or of a registered office if the shareholder is a company): important business decisions – What decisions or capital measures require the unanimous agreement of the shareholders or directors or require a greater agreement than the majority approval of the shareholders and directors (for example.B. credits exceeding certain amounts, expenses above a certain amount in dollars, Issue other shares)? Shareholder agreements are generally private agreements between the shareholders of a company that are not suitable for inclusion in a company`s public documents, i.e. documents submitted to the relevant registry. Note, however, that in some countries it is necessary to consider whether, from a legal point of view, registration is necessary to ensure the applicability of the terms of the shareholders` agreement with respect to the affairs of the company to which it relates. . . .

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