Shareholders' agreement
Shareholders want to set clear rules for making decisions, joining or leaving the business, and resolving any disagreements.
A shareholders' agreement is a contract between the parties, complementary to the bylaws; it binds those who sign it, while the bylaws govern relations with the company and third parties.
- Identify decisions requiring supermajorities
- Define dividend and financing policy
- Provide for conflict-resolution and deadlock mechanisms
- Regulate the admission, continued participation and exit of shareholders
- Align the agreement with the current bylaws
Purpose of a shareholders' agreement
A shareholders' agreement is a contract in which shareholders regulate matters that are not always suitable or appropriate to include in the bylaws: strategic decision-making, dividend policy, financing and dispute resolution.
Being an agreement between parties, it offers flexibility and confidentiality. Its effectiveness depends on precise drafting that aligns its clauses with the bylaws and with Law 19,550.
Typical content
It typically includes governance rules, supermajority requirements for sensitive matters, voting pools, information rights, deadlock resolution mechanisms and exit clauses.
We design the agreement to fit the specific project, balancing the interests of majority and minority shareholders and anticipating the most likely conflict scenarios to resolve them in advance.
Common mistakes
- Drafting clauses that contradict the bylaws
- Failing to provide for deadlock or blocking situations
- Omitting exit and transfer-of-interest rules
- Copying templates unrelated to the project's reality
Frequently asked questions
Does a shareholders' agreement replace the bylaws?
Can it be confidential?
What topics should it cover?
Organize the relationship between shareholders before conflict arises
We design an agreement tailored to your project and your group of shareholders. Contact us.
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