A shareholders` agreement should contain clear rules about how the business will operate and what to do when certain things happen. For example, the non-compete clause mentioned above will prevent a shareholder from competing with the company, but it will not prevent the underlying problem – an unrealized expectation that leads to disagreement. The bottom line is that there are a lot of factors that come into play when breaking up a business partnership. A lawyer should be contacted before decisions are made to ensure that all necessary details and consequences are taken into account when preparing a purchase agreement. Like most relationships, business partnerships often experience ups and downs, with periods of prosperity and turbulence. When ongoing disagreements cannot be resolved or a partner decides to leave the company, the remaining partners often try to buy the shares of the outgoing party. If there is no shareholder agreement and the shareholders agree, the dissolution of the partnership can usually take place with the assistance of a qualified business lawyer and a CPA. This is where a shareholders` agreement comes into play. A shareholders` agreement is a contract between shareholders (and generally the company) that governs the relationship between shareholders and has some degree of control over the day-to-day operations of the company. A shareholders` agreement usually does the following: After all, there are times when shareholders disagree on certain aspects. In such circumstances, it is recommended that an agreement be concluded that provides for a dispute settlement mechanism.
The inclusion of a dispute resolution clause in the agreement would resolve these disputes. One of the most common causes is that the company and/or the behaviour of the co-shareholders does not meet the expectations of one or more shareholders. Many years of experience on both sides of the fence (as a lawyer who regularly deals with issues between shareholders and as a shareholder in companies with more than one shareholder) have shown me that such trust is usually not justified. And while a successful business helps, problems always arise, no matter how successful it is. Another point to consider that should be considered under the guidance of a qualified tax advisor is whether the sale of the company by the partner to the remaining partner triggers taxes. This may be more the case from the perspective of the departing partner, but there may be capital gains taxes that need to be paid and all parties should seek appropriate advice. If there are two directors and both have to vote for the transfer of shares, how can the selling shareholder force the director of the remaining shareholder to register the transfer of shares? The murder clause in the company`s incorporation is usually something like, „Chief executive officers may refuse to register a transfer of shares of the company for any reason.“ If the relationship is broken, the remaining CEO can simply refuse to register the shares sold to the third party. .
