Читать книгу Start & Run a Coffee Bar - Tom Matzen - Страница 65

A shareholders’ agreement involves the same concepts of protection as a partnership agreement. Many of the provisions outlined in the partnership agreement are also included in the shareholders’ agreement. There are additional provisions frequently covered in the shareholders’ agreement, including:

(a) A restriction on the transfer of shares

(b) A buy-sell provision setting out the formula for buying and selling shares in the company

(c) A provision on personal guarantees of corporate obligations

(d) A provision on payback by the corporation of shareholders’ loans

(e) A provision giving shareholders the entitlement to sit as a director or nominate a director as their representative. This protects minority shareholders from lack of managerial information and provides them with a directorship vote or veto on corporate decisions. If you intend to be a majority shareholder, you may not wish to volunteer this provision.

Many shareholders believe that corporate bylaws set out the recipe for resolving problems within the corporation and between the shareholders, directors, and officers in some magical way. In fact, the bylaws generally cover formulas for resolving disputes in a few circumstances only. It is the shareholders’ agreement that expands the protections to resolve fairly any disputes between shareholders.

If you intend to incorporate and have one or more additional shareholders in your corporation, you should get your lawyer’s advice on a shareholders’ agreement to protect your interests.