"Shareholder Agreement Template"

What Is a Shareholder Agreement?

A Shareholder Agreement is a document that should be completed and signed by shareholders at the moment of merging as shareholders of a company. This agreement states the terms and conditions of their activity and regulates the relationship between them. A Shareholder Agreement checklist may be a useful tool while creating this document. It contains the main sections that the agreement should include, such as the appointment of a general manager, the distribution of interest shares and net profit, and information about stock transfers.

In addition to this agreement, shareholders may need other types of documents:

  1. A Shareholders Meeting Agenda is a document that should be presented to all shareholders, informing them about the meeting and containing all of the topics that are subject to discussion;
  2. Shareholders Meeting Minutes are a document that contains information about decisions made and actions taken by shareholders during their meetings.
  3. A Shareholder Loan Agreement is used if a shareholder lends money to their company.

A Shareholder Agreement template can be downloaded below, or you can make your own using our online form builder.

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How to Write a Shareholder Agreement?

A Shareholder Agreement must be completed as follows:

  1. Enter the date of the agreement and provide the names of the shareholders. Indicate that the parties are in the process of associating as the sole shareholders in a company. Enter the company's name.
  2. Appoint a shareholder who will serve as the company's general manager and set their gross salary.
  3. Indicate what percentage of the company's shares belongs to the general manager, and which percent of net profit each party to this agreement is entitled to receive. Specify the frequency of such payments.
  4. Indicate the terms of termination of the shareholder's employment as a general manager.
  5. Set an order for selling or transferring any interest in the stock. Indicate that a selling shareholder should make an offer to the secretary of the company. Set the number of days the company has to declare acceptance of this offer in writing. If the company does not respond within the set period, the selling shareholder should make such an offer in writing to the remaining shareholders. Set a period for shareholders to accept the offer. If the company and shareholders do not accept the offer, as described above, the selling shareholder is free to sell these shares to any third party.
  6. Specify an order for buying and selling stocks. Any party to this agreement may notify the other party in writing of its desire to transfer their shares. They must include in the notification the amount of money that they are ready to give for the shares of other parties in the company or accept for the shares. Set the number of days for the receiving party to decide to sell or buy shares. Indicate that after the transaction is completed, the selling party should resign from their position in the company.
  7. Enter the statement that the parties agree to do everything necessary to affect the company's approval and ratification of this Shareholder Agreement. The agreement contains the entire understanding of the parties, and may be changed in writing signed by all parties only;
  8. Signatures of the shareholders.
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Shareholder Agreement
This ​ S hareholder Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ____________________ by and between _____________________, with a
mailing
address
of
______________________________________________________________
_______________________________ (hereinafter referred to as “Shareholder One”) and
_____________________, with a mailing address of _____________________________
________________________________________ (hereinafter referred to as “Shareholder
Two”) constituting all of the current shareholders of _____________________________
(hereinafter referred to as the “Corporation”), collectively referred to as the
“Shareholders,” both of whom agree to be bound by this Agreement.
Article 1, Purpose of Agreement.
A. The
Shareholders
are
all
the
shareholders
of
the
Corporation,
a
_____________________ corporation, and are the sole Directors and Officers of
the Corporation.
B. The Shareholders are entering into this Shareholder Agreement to provide for the
management and control of the affairs of the Corporation, including management
of the business, division of profits, disposition of shares, and distribution of assets
on liquidation.
Article 2, Shares Subject to Agreement.
A. The Shareholders listed above own a number of shares of common stock, and the
approximate percentage of company ownership, as listed below:
Name:
Number of Shares:
Ownership Percentage:
____________________
____________________
____________________
Shareholder One
Shares
Percentage
____________________
____________________
____________________
Shareholder Two
Share
Percentage
B. The shares listed above constitute all of the issued and outstanding capital stock of
the Corporation. The Corporation acknowledges receipt from each Shareholder of
the full consideration for the respective shares listed above and each Shareholder
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Shareholder Agreement
This ​ S hareholder Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ____________________ by and between _____________________, with a
mailing
address
of
______________________________________________________________
_______________________________ (hereinafter referred to as “Shareholder One”) and
_____________________, with a mailing address of _____________________________
________________________________________ (hereinafter referred to as “Shareholder
Two”) constituting all of the current shareholders of _____________________________
(hereinafter referred to as the “Corporation”), collectively referred to as the
“Shareholders,” both of whom agree to be bound by this Agreement.
Article 1, Purpose of Agreement.
A. The
Shareholders
are
all
the
shareholders
of
the
Corporation,
a
_____________________ corporation, and are the sole Directors and Officers of
the Corporation.
B. The Shareholders are entering into this Shareholder Agreement to provide for the
management and control of the affairs of the Corporation, including management
of the business, division of profits, disposition of shares, and distribution of assets
on liquidation.
Article 2, Shares Subject to Agreement.
A. The Shareholders listed above own a number of shares of common stock, and the
approximate percentage of company ownership, as listed below:
Name:
Number of Shares:
Ownership Percentage:
____________________
____________________
____________________
Shareholder One
Shares
Percentage
____________________
____________________
____________________
Shareholder Two
Share
Percentage
B. The shares listed above constitute all of the issued and outstanding capital stock of
the Corporation. The Corporation acknowledges receipt from each Shareholder of
the full consideration for the respective shares listed above and each Shareholder
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acknowledges receipt of certificates representing their shares. All of the shares
listed above and any additional shares of the capital stock of the Corporation that
may be acquired by the Shareholders in the future shall be subject to this
Agreement.
Article 3, Management and Control.
A. Board of Directors. ​ S ubject to termination in accordance with this Agreement,
each Shareholder to this Agreement will be a director of the Corporation.
B. Authority of Directors. ​ D uring the term of this Agreement, the directors will,
when appropriate, perform the following acts:
○ Determine in good faith the “current assets” of the Corporation for purposes
of corporate distributions as required by the _________________
Corporations Code;
○ Cause a quarterly report to be sent to the Shareholders not later than
________ days after the close of the quarter year, such quarterly report will
be used to identify and approve any distributions in accordance with this
Agreement;
○ After filing the Corporation’s original Articles of Incorporation, file any
informational certificates that may be required by the _________________
Secretary of State;
○ Cause the Corporation to maintain the books, records, and other documents
required by _________________ law;
State
○ Use best efforts to cause the business of the corporation in accordance with
sound business practices.
C. President. ​ S ubject to the limitations mentioned below, the President of the
Corporation will be its managing officer. The President will control the day-to-day
operations of the business and affairs of the Corporation, including the following:
__________________________________________________________________
__________________________________________________________________
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__________________________________________________________________
D. Vice President. Subject to the limitations mentioned below, the Vice President of
the Corporation will include:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
E. Treasurer. ​ S ubject to the limitations mentioned below, the Treasurer of the
Corporation will include:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
F. Secretary. ​ S ubject to the limitations mentioned below, the Secretary of the
Corporation will include:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
G. Limitations on Actions of Officers. ​ T he following actions shall not be made by
any one Officer without the approval of all Officers of the Corporation:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
H. Approval of All Shareholders. ​ N otwithstanding any contrary provisions in this
Shareholder Agreement, the written consent of all of the Shareholders is required
to approve the following actions:
● Mergers or consolidations involving the Corporation;
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● Amendment or repeal of the Articles of Incorporation of the Corporation;
● Issuance of shares of any class or other rights relating to the issuance of
shares of the Corporation;
● Transfer of all, or substantially all, the assets of the Corporation;
● Amendment of this Shareholder Agreement;
● Voluntary dissolution of the Corporation.
I. Employment of Shareholders. ​ S hareholders may be employed as officers of the
Corporation, as long as they hold shares of stock of the Corporation, are active in
its business, and, in a satisfactory manner, perform their duties and responsibilities
as set forth in this Agreement, the Articles of Incorporation and the Bylaws of the
Corporation.
Article 4, Noncompetition and Trade Secrets.
A. Noncompetition. Each Shareholder agrees that as long as they are a shareholder,
or in control of, any of the Corporation’s shares, the Shareholder will not be
employed, concerned, or financially interested, either directly or indirectly, in the
same or a similar business as that conducted by the Corporation, or compete with
the Corporation.
B. Trade Secrets. ​ E ach Shareholder acknowledges that the customer lists, trade
secrets, processes, methods, and technical information of the Corporation and any
other matters designated by the President or by the written consent of all
Shareholders are valuable assets. Unless they obtain the written consent of each of
the other Shareholders, each Shareholder agrees never to disclose to any individual
or organization, except in authorized connection with the business of the
Corporation, any customer list, or any name on that list, or any trade secret,
process, or other matter referred to in this paragraph while the Shareholder holds,
or has the control of, any shares of the Corporation, or at any later time.
Article 5, Distributions of Income and Losses. ​ T he net profits or net losses of the
Corporation for each fiscal year will be determined on an accrual basis in accordance
with generally accepted principles of accounting:
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A. Retaining Net Income. ​ T he Corporation will retain $_________________ of its
net income, plus any additional amount the Shareholders reasonably believe
necessary to meet the financial needs of the Corporation, including, but not limited
to the development or expansion of its business.
B. Regular Distributions of Net Income. ​ S ubject to any retained earnings and to the
statutory requirements related to corporate distributions, the net income of the
Corporation may be distributed after ______________ days to the Shareholders in
proportion to the number of shares of the Corporation owned by them. Such
distributions shall be approved by all Shareholders. Shareholders may elect to not
take a distribution, but instead, offer the monies as a loan to the Corporation.
Article 6, Shareholder Loans To The Corporation.
A. Loan Conditions. A Shareholder may issue a loan to the Corporation upon
approval by all Shareholders and only under the following conditions unless
otherwise agreed upon:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Shareholder Loan Conditions
B. Repayment. ​ R epayment 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 right to the first payment.
Article 7, Dissolution of Corporation.
A. Unanimous Consent Required​ . All Shareholders must consent to voluntary
dissolution.
B. Procedures for Dissolution​ . On commencement of dissolution proceedings
(either by the 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
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