Shareholder agreement templates by jurisdiction

About this template

A shareholders' agreement is a contract among the corporation's shareholders (and sometimes the corporation itself) that governs how shareholders interact with each other, with the board, and with the corporation. It typically covers transfer restrictions, governance rights, exit provisions, and dispute resolution. Unlike the articles or bylaws (which everyone is bound by), the shareholders' agreement binds only the parties who sign it. New shareholders typically sign on as they acquire shares.

When you need it

• When the corporation has more than one shareholder
• At any priced financing round (new investor signs on)
• When a co-founder joins after incorporation
• When key employees receive equity grants meaningful enough to warrant binding governance terms
• When the corporation's existing shareholders agreement is outdated and needs replacement

What it should cover

• Transfer restrictions: right of first refusal (ROFR), co-sale, permitted transferees
• Drag-along: defined majority can force minority to sell at exit
• Tag-along: minority can require majority to include them in a sale
• Pre-emption rights: existing shareholders' right to participate in new issuances
• Board composition: who appoints which directors, voting agreements
• Information rights: which shareholders receive financial statements
• Restrictive covenants: non-compete, non-solicit, IP assignment confirmation
• Founder vesting and repurchase rights (where in the shareholders agreement rather than RSPAs)
• Dispute resolution: arbitration, governing law
• Exit mechanics: shotgun clause, put/call options, valuation methodology