A Shareholders' Agreement is a Contract between the shareholders of a Company defining their mutual obligations, privileges, protections and rights.

It provides some certainty for the shareholders and is intended to protect their investment.

A Shareholders' Agreement can be made at any time during the lifetime of a Company but is usually made when a new company is set up. It will provide peace of mind and is good commercial sense.

We can advise on and prepare a Shareholders' Agreement for your company.

If you do not already have a Shareholder Agreement in place then the relationship between the shareholders in your company will be governed by the applicable law and by your Articles of Association.

If your Articles of Association are not tailored to the specific needs of your business then we can prepare a Shareholders' Agreement that will provide for the specific requirements of both your business and its shareholders. Unlike the Articles of Association of your Company, a Shareholder Agreement will not be made public.

What is contained within your Shareholders' Agreement is dependent upon your individual company's requirements but it may include the following:

Objectives and Scope of the venture

What do shareholders want? -Salary/secure job/control/Business opportunities/return on their investment/dividend stream

Division of management and ownership

Funding

Initial and on-going funding and other contributions

Use of Intellectual Property Rights/Provision of premises

Management Arrangements

Decision making of the Company

Composition of the board

Appointment/Removal of Directors

Distribution policy

Will minimum/maximum percentage of profits be distributed and when?

Transfer of shares

How will shares be transferred and how will they be valued

Will there be any restrictions?

Deadlock

Provision for resolving a deadlock if it arises.

Exit strategy

Does the venture have a definite lifespan?

Can one or other party require that the venture is brought to an end?

Good and bad leaver clauses or drag and tag clauses

Restrictive covenants

Agreement not to compete with the Company

What should the scope/period and geographical area be?