……………………………………………………………………………………………………………………………………………………………………………………………, 2. …………………………………………………………………………………………… Another aspect of management which the shareholders should address at the outset is the extent of the directors’ powers; the shareholders may wish to reserve certain important matters to a decision of the shareholders in general meeting of the Company. vimpelcom ltd., altimo holdings & investments ltd., eco telecom limited, telenor east invest as, telenor mobile communications as, altimo cooperatief u.a. A shareholders’ agreement allows the owners of a small corporation to ensure that they’re all in agreement about the manner in which the corporation will be run. …………………………………………, Will all shareholders have access to the books and accounts if required? This template was written by a qualified lawyer who has many years’ experience in this area of the law. Is the shareholders agreement to have a fixed duration or to continue for so long as the shareholders want it to?……………………………………………………………………………………………….. Shareholders’ Agreement Guide and Checklist. If you have questions about drafting a shareholders agreement, contact LegalVision’s business l… When writing a shareholder agreement sample, make sure it will: Identify the rights and obligations of the shareholders; Manage the company’s sale of shares; Describe how the company will operate; Provide protection to the company and the minority shareholders; Define how the most important decisions will get dealt with ; Simple Shareholder Agreements. If a shareholder disposes of all his/her or shares in the company, should that shareholder be restricted from carrying on business in competition with the company? This shareholders’ agreement is suitable for two individuals who set up a limited company to run a new business in which each of them will have 50% of the…. Who will appoint the directors? Remember that if you have any questions you can easily Ask a lawyer. In the case of an existing company, whoever drafts the shareholders agreement should be given a copy of at least the Memorandum & Articles of the Company and a copy of Certificate of Incorporation (including any certificate of change of name). Shareholders’ Agr. Composition and powers of the board of directors. If Yes, are there any specific grounds for expulsion – e.g. from a shareholder to his wife/child). These reserved matters may cover, for example: 4.1 Company borrowings or transactions generally in excess of a particular limit; 4.3 any changes in the scope or nature of the Company’s business; 4.4 the issue of any new shares in the Company or any change in its capital structure; 4.6 the commencement or settlement of litigation. Shareholders Agreement Questionnaire A shareholder’s agreement is used to govern the arrangements between individual shareholders, and we recommended that you agree a shareholders’ agreement and complementary articles of association. Are there plans to increase the share capital and/or to issue more shares that need to be taken into account in the shareholders agreement? • Make any commitment involving expenditure in excess of £…….. • Alter any rights attached to any class of shares in the company. ………………………………………………………………………………………………………. and address of each shareholder (residential address for an individual or registered office if the shareholder is a company): 1. Usually the shareholders agreement will state that the terms of that agreement take precedence over the Articles of Association but it is best to try to avoid any conflict or discrepancy. the conduct of their meetings. A. 5 contract templates plus useful guidance notes for a business providing consultancy services. If the company has not yet been incorporated: Alternative name(s):……………………………………………………………… If No, set out the policy here…………………………………………………………………………. Email Address * File Number (if known) Company Information. Shareholders agreement checklist Make it Legal™ Checklist Here are a few important steps to take to finish your document. If so, insert brief details: …………………………………………………………………………………………. If so, insert details …………………………………………………………………………………………………………………………………………………………………………………………. the option to acquire the shares of that shareholder on a pro rata basis)? 6. Who will comprise the Initial Board? After filling out the document, the shareholders' parties to the Agreement should sign the document and keep a copy of the Agreement. For more detail on our document authors and editorial team, click here. Yes/ No. 5.4 The shareholders agreement will usually contain a clause setting out how shares are to be valued when a shareholder leaves and sells his shares to the remaining shareholders. If extra capital is needed from the shareholders in future, is it the intention that this will this be provided by the existing shareholders pro rata to their existing shareholdings? Yes/No, Will insurance be taken out by the company/shareholders to provide a fund to allow for the purchase of a deceased or incapacitated shareholder’s shares? Yes/No, If so, it is usual for the price to be fixed by agreement but if agreement is not possible, then the accountants will determine the price on a fair value basis – if some other arrangement is required, please specify ………………………………………………………………, If a shareholder dies or becomes critically ill or incapacitated, , will the remaining shareholders have an option to acquire that individual’s shares? ……………………………………………………………………………………………, 3. 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