Common thinking mistakes that cause the delay in setting up a shareholder agreement are: What will happen to your shares if you die? Now, you could say they pass to your spouse and/or children, but if the shoe is on the other foot, would you want to be in business with your co-shareholder`s spouse and/or children? This issue is all the more important in companies in which shareholders are actively involved on a daily basis. We believe it is important that the shareholders` agreement (and MOI) clearly determines what will happen to the shares of a deceased, disabled, outgoing or insolvent shareholder. The MOI is the top rank of both documents. It is, however, a public document, so certain points that shareholders wish to settle in a more confidential manner must be dealt with in the shareholders` agreement. All points of the shareholders` agreement in conflict with the MOI are null and void and not current. It is therefore important that both documents are prepared simultaneously. 1. When a transaction is managed through a company, there are normally two or more shareholders, all active in the company, who want to have a say in management, being on the board of directors and having to be protected against certain majority decisions, for example. B change of activity, sale of business, declaration of dividends, pledging of assets, modification of the structure of the company, guarantees, etc.; 10.2. The shareholders shall ensure that the corporation pays dividends for each of its fiscal years. 1.3.
The following words and expressions must bear the meanings attributed to them and the associated expressions must have corresponding meanings Some of the aspects to be addressed in the shareholders` agreement should include: 11.1. The Parties shall choose as domicilia citandi and executandi for all purposes within the framework of this Agreement, whether with regard to legal proceedings, communications or other documents or communications of any kind, the following addresses: 10.1. Shareholders are entitled to declare dividends or make other payments to shareholders. This agreement expressly provides that the rights and obligations set out apply in addition to all the rights and obligations set out in the articles of association of the company and in the Companies Act 1973. Where no valuation method has been established in the agreement, it is often impossible to get two parties to agree on a value at a later date. This is particularly relevant when an existing party sells to another existing party, given that buyers and sellers are on opposite sites. Disputes between shareholders and different experts involved in determining value are unfortunately common….