A Shareholders Agreement covers the key provisions for owning and operating a private company. It is one of your company’s most important documents.
A Shareholders Agreement is a contract negotiated by the shareholders of a company. It should set out how shareholders:
- govern their relationship and business arrangements;
- detail their rights, responsibilities, obligations and liabilities; and
- protect their interests — with regard to their particular circumstances.
It regulates matters not covered by a company’s constitution and is therefore supplementary to a company’s constitution.
The Shareholders Agreement (or Shareholders Deed) template allows you to ensure that the relationship between the company’s shareholders is documented.
Our corporate law team have drafted this document as a deed rather than an agreement as it contains a power of attorney clause (in many states a power of attorney clause must be executed as a deed). There are therefore certain signing formalities that must be complied with. In addition to using the ‘deed’ style execution blocks within the document, the document must be printed (in full) and signed (in ink). It should not be signed electronically.
Important clauses covered in this document include:
- board of directors
- meetings of the board
- meetings of shareholders
- management and decision making
- financial matters
- issue of new securities
- transfer of securities
- drag along and tag alone provisions
- power of attorney
- company protections
- dispute resolution
- representations and warranties
- trust provisions
Two schedules are also included:
- party details; and
- deed of accession
The Shareholders Agreement template is most suitable for early-stage or simple companies.
The following clauses can be customised by one of our lawyers to your specific needs:
- good leaver/bad leaver provisions;
- setting out how critical business decisions will be made;
- a structure ensuring subsequent shareholders can accede to the shareholders agreement by deed of accession;
- a structure allowing the company to be independently valued in the event of a shareholder dispute;
- a shareholder vesting structure;
- a clause which sets out how intellectual property developed by directors, key personnel and shareholders should be managed;
- drag along and tag along to be customised for the business’s needs;
- division of power between shareholders and directors;
- balance of power between majority and minority shareholders;
- protecting minority shareholders so they are comfortable to invest;
- setting out how working capital and loans will be managed;
- setting out how shareholders can sell their shares; and
- protecting the company with comprehensive dispute resolution and non-compete provisions.