A unanimous shareholder agreement (USA) is a legally binding contract between all shareholders of a company, outlining the terms and conditions governing their relationship and the company’s operations. It is a crucial document for startups, small businesses, and closely held corporations, providing a framework for resolving disputes, protecting minority shareholders, and ensuring the company’s continued success.
Key Elements of a Unanimous Shareholder Agreement
1. Parties: Clearly identify the parties involved in the agreement, including the names of the shareholders and the company.
2. Purpose: State the purpose of the agreement, such as establishing ownership interests, setting forth voting rights, and providing for the transfer of shares.
3. Definitions: Define key terms used in the agreement, such as “share,” “shareholder,” “voting rights,” and “board of directors.”
4. Capital Structure: Specify the authorized capital of the company, the number and types of shares issued, and the ownership interests of each shareholder.
5. Voting Rights: Outline the voting rights of each shareholder, including their ability to vote on major corporate decisions, such as electing directors, approving mergers, and amending the articles of incorporation.
6. Transfer Restrictions: Establish restrictions on the transfer of shares, such as requiring the consent of other shareholders or providing for a right of first refusal.
7. Buy-Sell Agreements: Specify the terms and conditions for the purchase or sale of shares upon the death, disability, or retirement of a shareholder.
8. Deadlock Resolution: Address mechanisms for resolving deadlocks among shareholders, such as arbitration, mediation, or the appointment of a tie-breaking director.
9. Confidentiality: Require shareholders to maintain the confidentiality of the company’s proprietary information.
10. Amendment: Specify the procedures for amending the agreement, such as requiring the unanimous consent of all shareholders.
11. Governing Law: Indicate the applicable law governing the agreement.
Design Elements for a Professional Template
Clear and Concise Language: Use clear and concise language that is easy to understand. Avoid legal jargon and technical terms that may confuse non-lawyers.
Example Sections and Subsections
1. Parties
Company Name
2. Purpose
To establish ownership interests
3. Definitions
Share
4. Capital Structure
Authorized capital
5. Voting Rights
Voting on major corporate decisions
6. Transfer Restrictions
Consent of other shareholders
7. Buy-Sell Agreements
Trigger events
8. Deadlock Resolution
Arbitration
9. Confidentiality
Proprietary information
10. Amendment
Unanimous consent
11. Governing Law
Jurisdiction
By carefully considering these elements and following best practices, you can create a professional and effective unanimous shareholder agreement template that protects the interests of all parties involved.
