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Sample Shareholder Agreement Closely Held Corporation

When a group of shareholders wishes to sell its shares to a majority of the shares, minority shareholders should have the right to meet – that is, to include their shares in an outside sale. The preparation and discussion of such an agreement will give you valuable insight into the styles, objectives, etc. of the other parties. It should require an accurate and honest assessment of who will do what and who is committed to doing what. And above all, are the personal goals, goals and tendencies of the founders to take risks compatible? If a founder envisions a small, closely managed business as a possibility of self-reliance and another a dynamic, go-for-it business, that marriage will not work! Even if you`re not sure about certain things and no matter how thorough you are, you`ll miss out on something. Do so and fix it if necessary, i.e. review an agreement later, instead of deferring an agreement at trial. Board of Directors: how much? Who first? How many times? How are directors appointed/replaced? quorum? Vote – majority, unanimous, etc. (can also refer to the re-election of subsidiary laws) Officers: Who first? Reward? Bank: Who is allowed? All financial transactions to go through a corporate bank account.

Who (Officers vs. Directors – majority or unanimity) can authorize spending on a certain amount? Allow acquisitions? Choosing officers? Paying dividends in cash or shares? Making debt commitments? Approve stock or option purchase plans? to divest part (or assets) of the transaction? Product rights, licenses, etc.? Transfer actions? liquidate or dissolve the business? Allow contracts outside of regular activity? to enter into a $x contract? authorize the granting of credit (or borrowing) of money by the company? Guarantee obligations? Hiring staff (at different levels)? Accept salaries and bonuses? Changing the structure of the shares? Repayment of shares? Advice agreements? 3.2.3. After the presentation of the company`s original statutes, all information certificates may be required by the California Minister of Foreign Affairs; CONSIDERANT that the contracting parties wish to recall their agreements and agreements concerning restrictions on the transfer of shares, the sale of shares at certain events and certain other matters related to the operation of the company; To shareholders in relation to the number of shares of the company held by each. Purchasing life insurance with the company as a beneficiary on a key shareholder or official is a common practice and an authorized use of corporate funds under many government corporate laws. A company 100% owned by a person does not need to have such an agreement.