Shareholder agreement template free

On commencement of dissolution proceedings either by election of all Shareholders or otherwise , the Corporation will cease to carry on business except as necessary to wind up its business and distribute its assets. The President, or any Shareholder or Shareholders appointed by the President, will perform the following acts, as necessary, to wind up the affairs of the Corporation:. Carry out contracts and collect, pay, compromise, and settle debts and claims for or against the Corporation including participating in litigation, whether as plaintiff or defendant relating to the same ;.

Sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the Corporation for cash in an amount considered reasonable by the President, or his or her appointee s ;. Distribution of assets. To all debts and liabilities of the Corporation in accordance with the law, including the expenses of dissolution and liquidation, but excluding any Shareholder loans;.

To repayment of the purchase price of the shares of the Corporation actually paid by each Shareholder; and, finally, should any assets remain;. Shares Acquired for Investment. Each of the Shareholders acknowledges and represents that he or she has obtained and accepted his or her shares in good faith, for investment and for his or her own account, and not with a view to distribution or resale.

PandaTip: Distribution or resale of shares to outsiders can implicate a myriad of legal regulations that this agreement is not designed to address, that is why this clause is important.

Restrictions on Transfer. To accomplish the purposes of this Agreement, any transfer, sale, assignment, or encumbrance of any of the shares of the Corporation, other than according to the terms of this Shareholder Agreement is void. Buy-Sell Upon Death of Shareholder. Buy-Sell for Other Reasons. Any and all sales hereunder with respect to the Departing Shareholder shall be made within sixty 60 days after written notice of intent to sell served on the Corporation and the remaining Shareholders.

Right of First Refusal. In the event of mandatory or voluntary buy-sell under this Section, the non-departing or surviving Shareholder shall have the right of first refusal to purchase all shares that would otherwise be repurchased by the Corporation at the purchase price set forth above. To exercise this right, the non-departing or surviving Shareholders provide written notice to the Corporation no later than ten 10 days prior to the effective date of sale.

Panda Tip: You can select arbitration, mediation, or perhaps a trusted third party. You may want to also designated where such a dispute would be decided and whether or not the prevailing party would be entitled to attorney fees from the other. Necessary Acts. All parties to this Shareholder Agreement will perform any acts, including executing any documents, that may be reasonably necessary to fully carry out the provisions and intent of this Agreement.

All notices, demands, requests, or other communications required or permitted by this Shareholder Agreement other than routine communication relative to business operations will be in writing sent to the following:. Binding on Successors and Assigns. This Agreement will be binding on the parties to the Agreement and on each of their heirs, executors, administrators, successors, and assigns.

If any provision is unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such a holding. Governing Law. This Agreement shall be construed according to and governed by the laws of the State of California. Entire Agreement. This document constitutes the entire Shareholder Agreement of the Corporation and correctly sets forth the rights, duties, and obligations of each Shareholder and of each Shareholder to the other.

A person may own a corporation, and decide to make their children and other family members shareholders. By doing that, they give those family members shares of the corporation, which have value.

But they also likely want to make sure they are keeping majority control over that same corporation, so they will need to:. Many corporations allow employees to purchase shares of the company, and in some cases, those shares are gifted to employees for specific reasons or milestones.

It is important that the corporation keep track of:. With that in mind, however, there are a number of ways that a corporation can make sure employees are getting shares and that the corporation is still keeping proper control. One of those ways is through a Shareholder Agreement, which will spell out the relationship in more detail and help ensure that everyone understands their roles, rights, and responsibilities.

When this is not done correctly, or not done at all, the relationships can suffer and can also become more confusing. That can cause problems for people who own corporations, and also for their family members and employees who may own shares of the corporation but not understand what the value of that ownership is or if there is something they are supposed to do with the shares in order to get their maximum benefit. They may also expect more from the ownership of those shares than the corporation is planning to give, which can leave shareholders frustrated and angry over the misunderstanding.

These agreements are very flexible documents, so they can be tailored to the corporation to which they belong and can provide proper and accurate information to the directors and the shareholders. Generally, though, the latter will have a hand in the decision-making power of the directors and the corporation, so they can help to steer the corporation forward in a way they feel good about. The power to make decisions or have a seat on the board of directors of a corporation goes to the majority shareholders, and will not go to minority ones in the vast majority of cases.

Because of that, shareholders need to know what they own and where they stand, based on how the corporation expects to treat them and what it requires from them in their particular role. This agreement will help reduce the chances that people may misunderstand what they must do in order to be shareholders, and that can reduce anxiety and related problems. When it comes to corporations, it is important that their shareholders know what they are required or not required to do, so they do not end up making decisions based on erroneous information.

A provision for other shareholders to buy the shares of those deceased or retiring is generally also included in this agreement, to make sure these shares can be dealt with and valued appropriately.

Free Shareholder Agreement Use our Shareholder Agreement to outline the relationship among shareholders in a company, and how it will operate.

If you are a corporation Corporations will generally want to make a Shareholder Agreement. If you have outside investors Additionally, if the corporation plans to take money from outside investors, this document will almost definitely be needed.

Repayment of Shareholder loans by the Corporation shall occur when the Shareholders agree that there are enough corporate funds to pay the loan. Loans to Shareholders shall be paid in order of priority with the oldest loan being paid first, unless the Shareholder waives such write to first payment. Article 7 — Dissolution of Corporation 7. Unanimous consent required.

All Shareholders must consent to voluntary dissolution. Procedures for dissolution. On commencement of dissolution proceedings either by election of all Shareholders or otherwise , the Corporation will cease to carry on business except as necessary to wind up its business and distribute its assets. Distribution of assets.

Article 8 — Transfer of Shares 8. Shares Acquired for Investment. Each of the Shareholders acknowledges and represents that he or she has obtained and accepted his or her shares in good faith, for investment and for his or her own account, and not with a view to distribution or resale. Restrictions on Transfer. To accomplish the purposes of this Agreement, any transfer, sale, assignment, or encumbrance of any of the shares of the Corporation, other than according to the terms of this Shareholder Agreement is void.

Buy-Sell Upon Death of Shareholder. Buy-Sell for Other Reasons. Any and all sales hereunder with respect to the Departing Shareholder shall be made within sixty 60 days after written notice of intent to sell served on the Corporation and the remaining Shareholders.

Right of First Refusal. In the event of mandatory or voluntary buy-sell under this Section, the non-departing or surviving Shareholder shall have the right of first refusal to purchase all shares that would otherwise be repurchased by the Corporation at the purchase price set forth above. To exercise this right, the non-departing or surviving Shareholders provide written notice to the Corporation no later than ten 10 days prior to the effective date of sale.

Article 9 — Dispute Resolution 9. Any dispute relating to this Shareholder Agreement, or arising out of or relating to operations of the Corporation, or the rights or obligations of the Shareholders, shall be settled by: options. Article 10 — Miscellaneous Provisions Necessary Acts. All parties to this Shareholder Agreement will perform any acts, including executing any documents, that may be reasonably necessary to fully carry out the provisions and intent of this Agreement.

All notices, demands, requests, or other communications required or permitted by this Shareholder Agreement other than routine communication relative to business operations will be in writing sent to the following: corporation corporation address corporation city, corporation state, corporation zip [Shareholder1. Name] shareholder 1 address shareholder 1 city, shareholder 1 state, shareholder 1 zip [Shareholder2. Name] shareholder 2 address shareholder 2 city, shareholder 2 state, shareholder 2 zip [Shareholder3.

Name] shareholder 3 address shareholder 3 city, shareholder 3 state, shareholder 3 zip [Shareholder4.