آخر تحديث - 17 ديسمبر 2020
While each shareholder pact will be specific to a particular company, there are certain provisions that are usually contained. We set it out below and explained the approach taken in the draft shareholder agreement: yes, the creation of a company is a legal document that defines how the company should be regulated internally by the rules and regulations listed in it. It covers, for example, issues such as the quorum required to organize a board of directors or a general meeting, the appointment of directors and the powers of directors. On the other hand, a shareholder contract covers other issues that give rise to an agreement between the partners. For example, if partners can compete in the same sector as the company and what happens if there is a dead end among them. While there are overlaps between the two documents, there are differences, but both are equally important. Finally, the Constitution is a public document that can be acquired online, while a shareholder contract is a private agreement that is confidential. A shareholder pact can be a way to comfort a shareholder who is not a director because another shareholder, who is also a director, will devote sufficient time to the transaction. This can be very subjective and is therefore not a provision within the IDSSA. If a provision requiring someone to devote their time is appropriate, we recommend that you take specific legal advice to create an appropriate clause. A shareholders` pact contains a date, often the number of shares issued, a capitalization table (or “cap”) that lists the shareholders and their share of the company`s ownership, the possible restrictions on the transfer of shares, the pre-emption rights of the current shareholders for the acquisition of shares (in the case of a new issue to maintain their share of ownership) and the terms of payments in the event of a sale.
A shareholder pact describes the details of a company, so there is no confusion about the rights of each shareholder from the outset. While the constituent articles identify the main players in the company, the shareholders` pact clearly identifies the roles and responsibilities of all. When a company lends money, the lender will often ask shareholders for a guarantee. (Note: The conclusion of a loan agreement is usually reserved.) Assuming that all signatories have accepted the company`s conclusion of the loan agreement, the shareholders wish to limit their liability in relation to their participation. Thus, if 100 shares were issued and one shareholder had 10 shares and the other 90, their liability to the bank would be 90/10, with the owner of the 90 shares taking 90% of the responsibility. Where possible, shareholders should avoid a joint and several guarantee, as their final liability could be disproportionate to their shareholding in the company. The fact that shareholder agreements are only necessary for large companies or large companies remains largely incomprehensible. Those involved in the management of small businesses, private or family may consider that these formal agreements are not necessary and that informal decision-making rules meet their needs. The shareholders` pact will have a direct influence on how decisions are made within a company, and that is why it is so important.