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Shareholder Agreement

Create a shareholder agreement for a corporation with two to four shareholders: board seats, reserved matters, share transfers and buyouts.

Guided questions Preview before you download PDF and editable Word (DOCX)

What this document does

An agreement among a small privately held corporation and its two to four shareholders, covering share ownership, board composition and director nominations, officers and the relationship to the bylaws, reserved matters that need a supermajority or unanimous shareholder approval, transfer restrictions with permitted transfers, a right of first refusal, optional tag-along and drag-along rights, optional preemptive rights, buyouts on death, disability, end of employment or bankruptcy, deadlock resolution, and confidentiality.

What it covers

  • Parties
  • Share Ownership
  • Board of Directors and Management
  • Reserved Matters
  • Restrictions on Transfer
  • Right of First Refusal
  • Tag-Along and Drag-Along Rights
  • Preemptive Rights
  • Purchase of Shares on Exit Events
  • Deadlock
  • Confidentiality
  • Securities Laws and Tax Matters
  • Additional Terms
  • General Provisions

A template you fill in yourself from your own answers. LeaseCraft is not a law firm and does not give legal advice; for advice about your situation, talk to a lawyer.

How it works

1

Answer the questions

Plain-language questions about the people, dates and terms.

2

Preview it free

Read the document built from your answers and change anything before you download.

3

Download PDF and Word

Included with LeaseCraft Annual ($19.99/year).

Questions about the Shareholder Agreement

How many shares each shareholder owns, how the board is made up and who may nominate directors, which major decisions need a supermajority or unanimous shareholder approval, limits on selling shares, a right of first refusal, optional tag-along, drag-along and preemptive rights, buyouts when a shareholder dies, becomes disabled, stops working for the company or goes bankrupt, how deadlocks are handled, and confidentiality.

No. The bylaws and the corporation's charter stay in place. If the bylaws conflict with the shareholder agreement, the parties agree to amend the bylaws to match, to the extent the law allows.

The agreement sets out a deadlock process: the shareholders meet to try to resolve it, then use a mediator. For two shareholders you can also add a buy-sell procedure that lets one shareholder buy out the other.

No. It does not describe any tax treatment or recommend any tax election, and it mentions securities laws only in general terms. Each party should consult their own legal and tax advisors.

Create your Shareholder Agreement

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