Shareholder Agreement
This Shareholder Agreement (“Agreement”) is entered into as of [Date], by and among the shareholders listed below (individually, a “Shareholder” and collectively, the “Shareholders”) of [Company Name], Inc., a corporation organized under the laws of the State of [State].
1. Purpose
The purpose of this Agreement is to govern the relationship among the Shareholders, regulate the transfer of shares, and set out the rights and obligations of each Shareholder.
2. Share Ownership
The current Shareholders and their respective ownership percentages are as follows:
-
[Shareholder A Name] – [XX]%
-
[Shareholder B Name] – [XX]%
(Additional names as needed)
[Shareholder A Name] – [XX]%
[Shareholder B Name] – [XX]%
(Additional names as needed)
3. Management and Voting
3.1 Board of Directors – The Shareholders agree to vote their shares to appoint the following persons as initial directors: [Names].
3.2 Voting Rights – Each Shareholder shall be entitled to one vote per share.
3.3 Major Decisions – The following actions require [unanimous/majority] shareholder approval:
Issuance of new shares
Sale or transfer of major assets
Mergers or dissolution
Amendment of bylaws or articles
4. Transfer of Shares
4.1 Restrictions – No Shareholder shall transfer any shares without first offering them to other Shareholders.
4.2 Right of First Refusal – If a Shareholder receives a third-party offer, the other Shareholders shall have the right to purchase those shares on the same terms.
4.3 Tag-Along Rights – If a majority Shareholder sells their shares, minority shareholders may join and sell a proportional amount.
4.4 Drag-Along Rights – If a majority agrees to sell the company, all Shareholders may be required to sell on the same terms.
5. Dividends
Dividends, if any, shall be declared and distributed at the discretion of the Board in proportion to share ownership.
6. Confidentiality
All Shareholders agree to keep confidential any non-public business information relating to the company.
7. Dispute Resolution
In the event of a dispute under this Agreement, the parties agree to attempt mediation before initiating arbitration or litigation.
8. Termination
This Agreement shall terminate upon the dissolution of the company, or upon written consent of all Shareholders.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
10. Entire Agreement
This document constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements.
IN WITNESS WHEREOF, the Shareholders have executed this Shareholder Agreement as of the date first written above.
Shareholder A Signature
Name:
Shareholder B Signature
Name:
(Add more lines as needed)
