A Shareholder Agreement for a Closely Held Corporation is essential when establishing or maintaining a private corporation with a limited number of shareholders in the United States. This document becomes necessary when shareholders want to formalize their relationships, protect their interests, and establish clear protocols for business operations and ownership transfers. It addresses crucial aspects such as share transfer restrictions, voting rights, management participation, dispute resolution, and exit strategies. The agreement must comply with both federal securities laws and state-specific corporate regulations, making it a fundamental document for closely held corporations seeking to maintain stable and well-defined shareholder relationships.
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1. Parties: Identification of all shareholders and the corporation
2. Background: Context of the agreement and formation of the corporation
3. Definitions: Key terms used throughout the agreement
4. Share Ownership and Capital Structure: Details of share classes, rights, and ownership distribution
5. Management and Control: Governance structure, voting rights, and decision-making processes
6. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
7. Buy-Sell Provisions: Terms for purchase of shares upon specific trigger events
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their shares
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company
3. Employment Provisions: Terms and conditions regarding shareholder employment in the corporation, including roles and responsibilities
4. Non-Compete Provisions: Restrictions on competitive activities by shareholders during and after their involvement with the corporation
1. Schedule A - Current Shareholdings: Detailed breakdown of current share ownership and distribution
2. Schedule B - Valuation Method: Agreed methodology for share valuation in case of transfers or buyouts
3. Schedule C - Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule D - Form of Share Transfer Notice: Template for notifying intent to transfer shares
5. Appendix 1 - Corporate Bylaws: Copy of current corporate bylaws referenced in the agreement
6. Appendix 2 - Share Certificates: Copies of current share certificates issued to shareholders
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