Shareholders Agreement - Existing Company

A Shareholders’ Agreement is a legally binding agreement between the shareholders of a company, which serves to formalise and regulate the terms and conditions under which the business relationship between the shareholders is to operate. This agreement is drafted specifically for existing companies that have new shareholders joining the company or where the existing shareholders wish to change the terms and conditions of their existing agreement with each other.

A Shareholders’ Agreement is a legally binding agreement between the shareholders of a company, which serves to formalise and regulate the terms and conditions under which the business relationship between the shareholders is to operate. This agreement is in long format and a comprehensive agreement which serves to regulate the relationship between the shareholders. It contains the essential clauses necessary to ensure that the shareholders’ interests are protected.

This agreement is drafted specifically for existing companies that have new shareholders joining the company or where the existing shareholders wish to change the terms and conditions of their existing agreement with each other. The agreement provides for the appointment of Directors, as well as how decisions are made by the Directors. It contains important clauses such as the drag along clause, the tag along clause, and the right of pre-emption with regard to the transfer of shares.

This agreement contains the following clauses:

1. Parties
2. Definitions
3. Interpretation
4. Preamble
5. Shareholding
6. Main Object of the Company
7. Directors and Management of the Company
8. Restrictive Covenants
9. The Shareholders’ Voting Rights and Meetings
10. Matters Requiring the Consent of a Special Majority
11. Funding
12. Dividend Policy
13. Borrowing and Guarantees
14. Financial Matters
15. Transfer of Shares
16. Obligatory Transfer Events
17. Completion of Share Purchase
18. Fair Value
19. Issue of Further Shares
20. Drag Along
21. Tag Along
22. Confidentiality
23. No Partnership
24. Notices
25. Serious Deadlocks: Resolution of Disputes
26. Termination
27. Governing Law and Jurisdiction
28. Utmost Good Faith
29. Severance
30. Variation and Waiver
31. Assignment
32. Costs
33. Conflict with Memorandum and Articles
34. Entire Agreement
35. Counterparts
36. Signatories

Related Documents:

• Shareholders Agreement - New Company
• Shareholders Agreement - Short Version