What is a shareholder 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, clearly establishing the rights and obligations of shareholders.

Common elements in a shareholder agreement are:

  • Decision-making and voting rights on the board
  • Appointment and remuneration (renumeration) of directors
  • Valuation of shares in the future
  • Competition clause
  • Dividend policy
  • Handling of disputes
  • Sale of shares and dealing with departing shareholders.
  • Capital contribution obligation in certain situations

In investor agreements, often part of the shareholder agreement is based on a previously signed term sheet.

Version:
27/9/24