Two or more shareholders may enter into an agreement in writing as long as the shareholders exercise the voting rights they have in respect of their shares, as stipulated in the agreement. An example of the use of an agreement could be if two or more minority shareholders of the company enter into an agreement to vote together on the appointment of directors, so that their collective voting rights would be stronger than if they had voted individually. The creation agreement exists before the formal articles of association are submitted by the directors in the State in which the company is to be established. Directors, also known as company promoters, can be held personally liable for any breach of the agreement if the company is not actually created. Therefore, all parties to the agreement should insist on the confirmation, in the document, that the company has not yet been created. This language ensures that they avoid any personal responsibility. Suppose the foundation contract identifies the soon-to-be-created company with a particular name, for example.B. Acme Widgets. If the incorporators then decide that they prefer another name, the change may invalidate the contract, as Acme widgets are never formally implemented.
Similarly, the indication of a state of birth in a contract may restrict your ability to choose another state that turns out to be a more attractive location. Company agreements and articles of association have commonalities in terms of form and function. Both documents contain similar information about the company concerned, such as for example. B the reason for the company, the purpose and operation of the company. In addition, each document defines the ownership and management of each structure. These two documents are necessary for each business structure to function optimally in the business world. In some cases, there is a situation in which a single person owns all the shares of the company, so a shareholders` agreement would hardly be necessary. For the rest, some sort of shareholders` agreement is certainly a good idea, especially in small private companies, which only hold a small number of shareholders or when a company started with an owner and is now looking for other investors. The success of a private company usually depends on the people who have control of the company. Unforeseen events sometimes occur, which can lead to changes in stock ownership, which can have a negative impact on the success of a business.
A shareholders` agreement with restrictions to whom and how shares can be transferred could be the preferred way to plan for the future of the company while protecting shareholders. The foundation agreement provides a guide for the people who will eventually found the company in the early stages of creation….