Unanimous Shareholders Agreement Checklist

Signing Authority – Who has the right to sign agreements and other commitments on behalf of the company? Do these documents have to be signed by more than one signatory? Bank financing or cash call of shareholders – If the company needs additional funds or working capital, should the company first apply for financing from a bank or can it make a cash appeal to shareholders? Under what conditions will the company borrow money from shareholders and whether these contributions will be proportional? How are disproportionate credits treated when one shareholder can contribute more than another shareholder (z.B. preferential interest rates, dilution of equity over time)? When will these loans be repaid and will repayment be limited? How are the shares assessed in the above circumstances (z.B. regularly defined by shareholders, by agreement at the time of the assignment, infested by the services of a corporate broker, a certified accountant or an accountant)? Limited shares – Are shareholders prevented from operating a business in competition with the company? Will there be protection of confidential information, trade secrets and intellectual property? Will there be restrictions on the recruitment of former customers or employees if a shareholder is no longer a shareholder? Compulsory buy-out (shot-gun clause) – Is there going to be a “shot-gun” clause in which a shareholder, alone or in agreement with other shareholders, makes a binding offer to one or more other shareholders to either sell all their shares or buy the shares of the bidding shareholders? Our team ensures that your shareholders` pact is tailored to your company`s needs and protects your investments and personal interests in an adequate way. Our audits will identify gaps in compliance and modern governance agreements and ensure that decision-making responsibility is effectively distributed within your board of directors, business owners, shareholders and investors. Right to first refusal – Should a selling shareholder first offer his shares to the company`s other shareholders? Are there exceptions (z.B. Transfer of shares to an affiliate)? Will this shareholder be obliged to offer all his shares or can he be a partial offer? In this article, I summarized many of the most common issues that shareholders should consider before negotiating a shareholders` pact.