The Agreement is in short form and therefore better suited to smaller companies and, in particular, where the Shareholders are family members. This Agreement does not contain those clauses dealing with the appointment of Directors and the management of the Company, as it is assumed that these aspects will be dealt with amongst the Shareholders on a more informal basis. It does, however, contain all the essential clauses needed to ensure security on the part of the Shareholder when purchasing Shares in a Company.
A Shareholders' Agreement is a legally binding contract made between the Shareholders of a Company. It governs the relationship between the Shareholders in order to protect the interests of the individual Shareholders as and against each other. This Agreement has been specifically drafted for companies that have been created whereby the Shareholders wish to formalise and record the terms and conditions of their relationship with one another as Shareholders in the Company.
Agreement Contents
1. Parties
2. Definitions
3. Interpretation
4. Preamble
5. Shareholding
6. Main Object of the Company
7. The Shareholders' Voting Rights and Meetings
8. Matters Requiring the Consent of a Special Majority
9. Transfer of Shares
10. Obligatory Transfer Events
11. Completion of Share Purchase
12. Fair Value
13. Issue of Further Shares
14. Confidentiality
15. No Partnership
16. Notices
17. Serious Deadlocks: Resolution of Disputes
18. Termination
19. Governing Law and Jurisdiction
20. Utmost Good Faith
21. Severance
22. Variation and Waiver
23. Assignment
24. Costs
25. Conflict with Memorandum and Articles
26. Entire Agreement
27. Third Party Rights
28. Counterparts
29. Signatories