Free Printable Shareholders Agreement Form (GENERIC)

This review list is being supplied to you in order to inform you about the document in question and to assist you in preparing it for submission. This is a rather standard shareholders agreement that may be tailored to meet your specific needs and requirements. Make sure you get a copy of each shareholder’s signature and that you save it for your business records.

1. Make numerous copies of the document. One should be kept in each shareholder’s file

Shareholders Agreement

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Shareholders Agreement
WHEREAS, _________________________ referred to hereafter as SHAREHOLDERS, are the owners of a total of ______ shares of ______ stock of __________________________. And they desire to agree to certain actions to be taken to protect the value of their holdings, IT IS AGREED:
That ___________, whose address is ______________________________, a charter signatory to this agreement, shall act as the SECRETARY of this agreement.
All future purchases of the same class stock by the signatories to this agreement shall also subject the newly purchased shares to this agreement. The SECRETARY of this agreement shall be notified of any future purchases of shares.
In the event that the CORPORATION shall reorganize or recapitalize, then the agreement shall continue into force with the security or securities issued in lieu of this class being subject to the agreement.
If any SHAREHOLDER transfers his shares, the SHAREHOLDER shall be required to have the transferee execute this agreement. All shares subject to this agreement shall be conspicuously endorsed with the following legend:
“These shares are subject to restrictions contained in a shareholders agreement dated ________________________________. A copy may be obtained from ___________________, whose address is _______________________________________________________.”
All signatories to this agreement shall notify the SECRETARY of any transfer, and provide a full copy of the documents of transfer to the SECRETARY.
All shares subject to this agreement shall be voted for the following candidates for the offices stated:
_____________________________________________________________
_____________________________________________________________
In the event that the individuals set forth above are unwilling or incapable of serving, then a vote of the shareholders shall be taken for new candidates, all of whom shall be signatories to this agreement, then holding stock in the CORPORATION. A ______________ ________ vote shall be necessary with votes being counted by _____ vote per share owned on voting date by the party voting.
In the event of failure to obtain a majority, a run off will be held among the top two finishers.
In the event that no signatory is willing or eligible to serve, and all signatories decline to run, a non-signatory may be nominated, and elected by a simple majority with votes being counted by ___ vote per share owned on voting date by the party voting.
The parties hereto agree that they shall not sell any of the shares covered by this agreement unless it is at a minimum price of $______(_______&___/100 dollars) per share. In the event of a recapitalization, the price shall be adjusted so that equivalent units of stock are subject to the same minimum price as stated above.
In the event that any shareholder desires to sell any part of their holdings to an individual not a signatory to this agreement, they shall obtain such bona fide offers as they may desire, and report the offers in writing to the SECRETARY, and shall mark the offer which they desire to accept. The SECRETARY shall then notify all of the signatories of the proposed offer, and any signatory shall be entitled to a right of first refusal to purchase the shares on the same terms as the accepted offer within _______. In the event that more than one signatory is desirous of purchasing the shares shall be sold pro-rata to each shareholder desiring to purchase the same.
The signatories shall all vote against that certain merger or asset purchase subject to the approval of shareholders proposed by ____________________ and any additional offers made by _______________.
This agreement shall be binding upon the successors of the signatories.
Dated: ____________________________________
___________________________________________________
Signed by all shareholders

_______________________ _________________________ _____________________
Shareholders Agreement
Review List
This review list is provided to inform you about this document in question and assist you in its preparation. This is a reasonably straightforward shareholders agreement that can be modified to your purposes. Be sure each shareholder signs a copy and you have it for your corporate records.
1. Make multiple copies. Keep one in each shareholders file.

Frequently Asked Questions

What is a shareholders agreement?

A shareholders agreement is a contract among shareholders of a corporation that governs certain actions to protect the value of their holdings. It outlines rights, obligations, and procedures regarding share ownership and transfer. The agreement is binding on all signatories and future shareholders who acquire shares subject to its terms.

Who is responsible for administering the shareholders agreement?

The agreement designates a Secretary, who is a charter signatory, to act as the administrator. The Secretary's address is specified in the agreement. All shareholders must notify the Secretary of any future purchases of shares.

Do newly purchased shares fall under the shareholders agreement?

Yes, all future purchases of the same class of stock by signatories are automatically subject to the agreement. The Secretary must be notified of any such purchases. This ensures that all shares of that class held by signatories are governed by the same terms.

What happens if the corporation reorganizes or recapitalizes?

If the corporation reorganizes or recapitalizes, the agreement remains in force. Any securities issued in lieu of the original class of stock become subject to the agreement. This continuation protects the shareholders' interests despite changes in the corporate structure.

What are the requirements for transferring shares under the agreement?

If a shareholder transfers shares, the transferee must execute the shareholders agreement. This ensures that the new shareholder is bound by the same terms. The agreement does not specify any other conditions for transfer.

Is there a legend on share certificates indicating the agreement?

Yes, all shares subject to the agreement must be conspicuously endorsed with a legend. The legend states that the shares are subject to restrictions contained in a shareholders agreement dated as specified. This provides notice to any potential transferee.

What is the purpose of a shareholders agreement?

The purpose is to agree on certain actions to protect the value of the shareholders' holdings. It establishes rules for share transfers, future purchases, and corporate changes. The agreement aims to safeguard the interests of the shareholders.

Who are the parties to a shareholders agreement?

The parties are the shareholders who own shares of the corporation's stock and sign the agreement. The agreement may also designate a Secretary, who is a charter signatory. The corporation itself is not necessarily a party, but its actions may be affected.

How does a shareholders agreement handle future share purchases?

Any future purchases of the same class of stock by signatories are automatically subject to the agreement. The Secretary must be notified of such purchases. This ensures that all shares of that class held by signatories remain covered.

What happens to the agreement if the corporation issues new securities in a reorganization?

The agreement continues in force, and the new securities issued in lieu of the original class become subject to the agreement. This means the restrictions and obligations apply to the new securities. The shareholders' rights are preserved through the transition.