What is a shareholders agreement?

A shareholders' agreement is a contract between the shareholders of a company in which agreements are laid down regarding their shareholding and cooperation within the company. This agreement provides clarity in situations that are not or insufficiently regulated in the articles of association or law, as a result of which the rights and obligations of shareholders are clearly established.

Common elements in a shareholders agreement include:

  • Decision-making and voting rights on the board
  • Appointment and remuneration of directors
  • Valuation of shares in the future
  • Non-compete clause
  • Dividend policy
  • Dispute resolution
  • Sale of shares and dealing with departing shareholders.
  • Obligation to deposit capital in certain situations

In agreements with investors, part of the shareholders' agreement is often based on a previously signed term sheet.

Version:
27/9/24