A shareholder agreement deals with the relationship between shareholders and the relationship of shareholders with the company. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . Shareholders' agreements are a necessity for any company. Note that ideally, the written agreement you use should be tailored to your particular partnership and business. Anything that is not part of the Founding Memorandum (ME) must be covered by the shareholders` pact. All repayments by the company to the shareholders shall be made pro rata to their respective loan accounts but to the extent that any shareholder's loan account exceeds its/his pro rata share based on its/his shareholding in the company such excess shall first be repaid. 6.1. 3.1. When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. A shareholders agreement is as useful as the paper it’s written on if it doesn’t contain the one crucial element: shareholder agreement. Binding Effect. Each Shareholder undertakes to vote in favour of the other Shareholders' appointments, removals or replacements of alternate directors. It takes over where company law stops. (a)          the Act – the Companies Act, 1973. The headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. 7.5. 11.1. 6.3. View all Shareholders Agreement documents » ... - Hire Terms and Conditions Template. SHAREHOLDER 1: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 2. You can also see Join Venture Agreement Template. The annexes of this Agreement are incorporated herein and shall have the same force and effect as if they were in the body of this Agreement; 1.5. The arbitrator shall be appointed by/and in accordance with __________________. The purchase price in respect of the Offeror's shares shall be the value of the company (as determined by the company's auditors) multiplied by the number of Offerorws shares and divided by the total number of shares of the company. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. Pages: 13 Page(s) Shareholders' Agreement Guide. Sample business partnership agreements. The eiusdem generis rule shall not apply and whenever a provision is followed by the word "including" and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned. 13.1. The purpose behind the contract is to be certain that all the shareholders are treated equally and at the same time, their certain rights will be protected. (a)          Authorised R __________ divided into _________ Shares. Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders … Upon the due fulfilment of the Conditions, the Prior Agreements shall be and become cancelled and of no further force or effect whatsoever, save for any claims between the Parties which may be in existence at the time. 1. Each Shareholder shall be entitled to appoint 1 (one) director to the board, with the right to remove or replace or fill any vacancy in respect of such director. 6.4. 12.3. Each Shareholder undertakes (to the extent that it has not already done so) to lend and advance to the Company an amount of R_______ forthwith after the Effective Date. It should not be used or relied upon for any purpose, does not represent a recommendation or endorsement and is not a substitute for professional legal advice. Please note the information below uses the term ‘shareholders agreement’ in a generic sense as it will equally apply to those involved in a Close Corporation, the only change being it would be … Where a period consisting of a number of days is prescribed, it shall be determined by excluding the first and including the last day, unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. Easy to download and printable, the shareholder templates are available in Word, PDF and Excel formats. Divorce, Separation & Property Settlement, Prenuptial, Postnuptial & Marital Agreements, Cohabitation, Living Together & Non-Marital Partners, Copyright Assignment & Transfer Agreements. 8.1. This Agreement represent and constitute the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to its subject matter. 6.2. The provisions of this agreement shall prevail in any conflict between the provisions of this agreement and the memorandum or articles of association of the company. It should serve as food for thought. 1.6. Modification; Waiver. 10.3. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses: (a)          For _______________[Shareholder 1]: (b)          For _______________[Shareholder 2]: (c)           For _______________[Shareholder 3]: 11.2. (g)          the Shareholders – collectively, all of the registered shareholders of the Company from time to time. Each party shall bear its own costs incidental to the negotiation, preparation, conclusion and implementation of this Agreement. The shareholders shall procure that the company shall, in respect of each of its financial years, pay dividends. 6.7. The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: mike@volker.org (Note - this is just a sample agreement to give the reader some basic ideas. Each director shall have 1 (one) vote. Shareholders agreement – South Africa. Should no acceptance notice be received prior to the expiry of the Acceptance Date the Offerees' right to acquire the Offeror's Shares in terms of the Offer Notice shall ipso facto lapse and be of no further force or effect whatsoever and the Offeror may sell his shares to third parties. Just using a Shareholder Agreement template is dangerous. 10.4. Our wide range of shareholder agreement samples are ideal for this purpose. (c)           natural persons include created entities (corporate or unincorporated) and the state and vice versa. Unless otherwise provided to the contrary herein, no resolution of the Company shall be valid unless it is passed by at least __% (_________ percent) of the number of votes represented and available to be cast at the relevant general meeting. The Initiating Shareholder may also make an offer to the other Shareholders as a group, and the other Shareholders will either come to an agreement among themselves to buy the Initiating Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating Shareholder, and the procedure in this Shot Gun Provision will apply. 12.2. 13.6. Pages: 2 Page(s) (iv) ‘Board ’ means the Board of Directors of the Company. Apply below or call us toll-free. 9.1. (a)          a reference to any one gender include the other two genders, (b)          the singular includes the plural and vice versa, and. Shareholders Agreement Template South Africa Posted by:Admin A shareholder pact can be prepared at reasonable prices and will save a considerable amount of legal fees and litigation on the line. 7.2. 1.13. Directorate. The managing director's duties shall include the signature of all instruments and documents relating to the day-to-day activities of the Company or the delegation of such authority in a manner which ensures its continuance to the satisfaction of the board, and the exercise of powers expressly conferred upon him by the board. A Shareholders Agreement is setup to protect the shareholders of a Company. 2.1. The Shareholders Agreement is a vital document and it must cover all the important bases. If any provision of the Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement. 6.2. With this in mind, here are six points that you and your shareholders need to discuss while working out the shareholders agreement. 13.3. No professional relationship is implied or otherwise established by reading this document. 13.4. 1.11. For: _____________________ [shareholder 1], Signatory, who warrants that he/she is duly authorised hereto, Date: ___________________      Witness: _____________________, For: _____________________ [shareholder 2], For: _____________________ [shareholder 3]. 4.3. But not anymore. A Shareholders Agreement, is an agreement between the shareholders of the company and between the shareholders and the company itself, and regulates the rights and obligations of the shareholders to each other and to the company, as well as the rights and obligations of the directors appointed by the shareholders. Shareholders Deed of Agreement. The power to declare dividends or make other payments to shareholders shall vest in the shareholders. Also, it includes a provision which states that you must base all decisions by discussion and consensus. No claim to contract samples and agreement samples derived from other websites. No resolution of the Board shall be valid unless it is passed by at least ___% (________ percent) of the number of votes represented and available to be cast at the relevant board meeting. 2.4. Each shareholder undertakes to guarantee, jointly, the obligations of the Company to third parties as shall be necessary to enable the company to conduct its business from time to time and hereby indemnify each other pro-rata to their respective shareholdings in the Company. Entire Agreement. A reference to a statutory enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time. 4.2. 6.5. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. shareholders at the Company’s annual general meeting to be held on [x] 2018: Brief explanatory note for the resolution: The Paris Agreement of 2015, agreed to by 197 parties, including South Africa1, commits to holding the increase in the global average temperature “to well below 2˚C above pre-industrial levels and to 13.2. Should the condition not be fulfilled by __________, then and in such event this Agreement shall be and become null and void and the parties shall be obliged to restore each other, as reciprocal obligations, as near as possible to the status quo ante as at the Effective Date. This document is intended for informational purposes and to illustrate the diversity of written agreements only. ie. 7.3. 9.7. 1.2. Shareholder Resolution Template Uk. The Company will endeavour to obtain whatever additional working capital it may require from time to time from its own resources and/or from external or other banking sources. 9.3. The Acceding Party confirms that it has been supplied with a copy of the South African Shareholders’ Agreement and covenants and undertakes with all present parties to the South African Shareholders’ Agreement (whether original or by accession) (“Parties”) to observe, perform and be bound by the South African Shareholders’ Agreement so that the Acceding … r�Z&�,!Z*�z�F��.�"�_*����Ə.�':4���"�$"��(����j�E�E�H���g���a������>[FC��B�Y(W ���&���: f�~W�u@�pt400xt��� &��;: �� I���Yp".��*�",�+H?�`��DA$A'�T�bE��3�Y,w�0�1&�J2k3/c�fNa.b�fv*�N��t/5K脒�-P}.�D�YbU앰�5��e� ���(��0�����!���2�����\.�e�@!�����+T1@� D$�� 12.4. (d)          the Company – _________________________________________ [insert company and number]. Nevertheless, at any meeting of the board, each director shall be entitled to exercise such number of votes as equates to the number of shares held by the Shareholder that appointed him at the date of the meeting concerned (in the event that two or more directors were appointed by the same shareholder, their number of votes shall not be accumulated). %%EOF A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. 0 12.7. Shareholders Agreement. ... South Africa. WHAT IS OUR TEMPLATE SHAREHOLDERS AGREEMENT? A Shareholders’ Agreement and the Company’s MOI (Memorandum of Incorporation) go together like the proverbial horse-and-carriage. endstream endobj 1920 0 obj <. This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. 1.3.        the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings. The payment of dividends is subject to the directors of the company being reasonably satisfied as to the requirements of solvency and liquidity having been adhered to as required in terms of the Act, and subject to the shareholders being reasonably satisfied in good faith as to the requirement of prudence as regards the company having been adhered to. The chairman shall not have a casting vote at meetings of the board in case of quality of votes. As soon as practicable after the Effective Date, the Parties shall take such steps as may be necessary to procure that the Company's share capital structure corresponds with the following:-. The provisions of this clause constitute an irrevocable consent by the Parties to any of the proceedings contemplated therein and none of the Parties shall be entitled to claim that it is not bound by it and are severable from the remainder of this Agreement and shall remain of full force and effect, notwithstanding any termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever. If any shareholder shall not follow its rights, he shall be deemed to have renounced same to the other shareholders who do follow their rights in the same proportions as they follow their rights. A South Africa law compliant template Shareholders Agreement customisable and ready to use out of the box When setting up a company, whether it be with family, friends, strangers or business acquaintances, it is all too often assumed that nothing will go wrong in the future of the company. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks are open for normal banking business in Bhopal. ... Free Partnership Agreement Template South Africa 8uexa Awesome Business Partnership Agreement Template Free South Africa. Any dispute relating to this Shareholder Agreement, or arising out of … Each director shall be entitled to appoint (or remove or replace, if it so desires) an alternate director. You should always seek the advice of your legal professional. 12.1. SHAREHOLDER 3: Full Name: Each of the Offerees shall be entitled to take up such proportion of the Offeror's Shares as is in proportion to such Offeree's shareholding in the Company at the time. (b)          the Agreement – collectively, this Shareholders' Agreement and its Annexes; (c)           the Business – the principal business activity of the Company, namely: _____________________________________ [insert purposes of the company and areas of activity]. It is by no means perfect and reflects the biases and priorities of the writer. The receipt by any Party of a notice calling for arbitration in terms of this clause shall constitute the service of a process for the purposes of interruption of prescription in terms of Section 15 of the Prescription Act, 1969. Size: 898.15 KB . For those setting up a business in South Africa it is important to consider the merits of whether or not you require a shareholders agreement. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. 13.7. SHAREHOLDER 2: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 3. This Agreement records the provisions, terms and conditions which will govern the amendment of the Memorandum and Articles of Association of the Company so as to bring them into conformity with the provisions of this Agreement. Notwithstanding the aforegoing, it is the stated intention of the Shareholders to strive for unanimity in all resolutions to be passed at general meetings. 8.3. 9.4. 5 Shareholder Agreement free download. This Agreement, save for the provisions of this clause which shall be of immediate force and effect, is subject to the fulfilment of the following conditions precedent (the "Conditions"): (a)          that a Management Agreement is duly concluded between the Company and each Shareholder; (b)          that a confidentiality and non-disclosure agreement is duly concluded between the Company and each Shareholder; (c)           that the Memorandum/ Articles of Association in the form of Annex "C" hereto shall be adopted by the Company; (d)          _________________________________ [insert additional conditions]. 10.2. Before the new Companies Act, a private company’s Shareholder’s Agreement was king of this carriage, overriding any conflicting provision in the articles of association. 7.4. 4.1. (e)          the Effective Date –  the date indicated above upon which this Agreement became duly signed by all of the Parties hereto. Severability. 12.5. File Type: pdf . 11.5. In terms of the South African … This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. 2.2. TEMPLATE SHAREHOLDERS AGREEMENT . Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax or email. The shareholders shall take such steps as may be necessary to alter the memorandum and articles of association of the company so as to reflect the provisions of this agreement. 10.1. (f)           the Parties – collectively, the Company and the Shareholders. 11.3. The Offer Notice shall only be capable of being given in respect of the entire shares of the Offeror and shall not be revocable until the expiry of the Acceptance Period (as defined below). All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). On the 3rd (third) business day succeeding that upon which it received the Acceptance Notice (the "Closing Date"), the Offeror shall deliver to the auditors of the company the share certificates relating to the shares, together with transfer forms (in blank as to transferee) duly signed by the registered holders thereof and currently dated, a written cession of the Claims (in blank as to transferee) duly signed by the Offeror and currently dated, and the written resignation of all of the Offeror's nominees as directors of the Company. If you need something specific included in your Shareholders Agreement, … The shareholders shall declare the dividends and procure that payment shall be made within 30 (thirty) days after the annual financial statements of the company. 1.10. A shareholder agreement or also called as the stockholders’ agreement is a written contract among the company's shareholders. 9.1. Board meetings shall be held at least ___ (_____) times during every financial year of the Company, provided that any Shareholder shall have the right, on not less than ___ (_____) days' written notice to the Company, to convene additional meetings of the Board. 9.5. In the event of any dispute between the Parties with regard to the interpretation, implementation, enforcement, termination, cancellation, invalidity or alleged invalidity of this Agreement or any other dispute relating to or arising from this Agreement will (unless interim and/or urgent relief is sought from a competent court) be referred to arbitration. Source: Ooreenkoms - South Africa Agreements. A quorum at meetings of board shall be the respective duly authorised representatives of 75% (_________ percent) of the number of votes represented and available to be cast at the relevant board meeting. At any general meeting of the Company, each Shareholder shall be entitled to exercise such number of votes as equates to the number of Shares held by such Shareholder at the date of the meeting concerned. This shareholders’ agreement IS NOT compatible with a MOI that is drafted in favour of directors’ rights, for example the short-standard form of CIPC MOI. File Type: pdf . BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the registered and beneficial owner of the number (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. (b) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid immediately upon the receipt by the Corporation of the proceeds of any insurance on the life of a deceased shareholder owned by and payable to the Corporation, to the extent of such proceeds. 12.6. The contra proferentem rule shall not apply and accordingly none of the provisions hereof shall be construed against or interpreted to the disadvantage of the party/ies responsible for the drafting or preparation of such provision. 9.6. The Parties shall use their best endeavours to procure the fulfilment of the Conditions as soon as possible after the Effective Date. 6.6. 8.4. Do you need a Shareholders Agreement for your Company in South Africa? 1.14. Size: 114.3 KB . Neither Party may assign, sell, license, grant, dispose or otherwise transfer any of its rights and obligations under this Agreement, or any part thereof, without the prior written consent of the other Party. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. Where an expression has been defined and such definition contains a provision conferring rights or imposing obligations on any Party, effect shall be given to that provision as if it were a substantive provision contained in the body of this Agreement. 1959 0 obj <>stream 1919 0 obj <> endobj You should not utilize a sample without consulting a legal expert. This Shareholders Agreement is made and entered into on this ___ day of ________,  201__, by and between: _________________________ [shareholder 1], _________________________ [shareholder 2], _________________________ [shareholder 3]. View all Hire Agreements documents » Create professionally drafted South African Legal documents in minutes. The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the Shareholders by telefax of the date, place and time thereof. Words and/or expressions defined in any clause in the body of this Agreement shall bear the meaning so assigned to it throughout this Agreement, unless specifically limited to that clause. The Parties are obliged to maintain the utmost confidentiality with regard to all matters relating to the arbitration, save as otherwise expressly and peremptorily required by law. 10.5. Governing Law and Jurisdiction. The Offerees shall have the right, for a period of __ (_______) days after receipt of the Offer Notice (the "Acceptance Period"), to purchase the Offeror's shares by an unconditional written notice to that effect (the "Acceptance Notice") to the Offeror no later than the end of the Acceptance Period. 6.8. This Agreement may not be altered, amended or modified in any way except by a writing signed by all the Parties. Sample Shareholder Agreement. 11.4 Cession of rights The Contractzone Shareholders Agreement is drafted by a team of experienced lawyers. The board of directors shall consist of _____ directors. h�bbd```b``���@$S�d��H�E �9,�"���u �U��ٌ`�LF���l Y�$�n��-G@dZ HDd���ـ������F��~w 0 ��c ... agreement delivered or sent by prepaid registered post by any party to the other shall be deemed to have ... hereof the laws and jurisdiction of the Republic of South Africa shall apply. 8.2. modules of not less than 10 (ten) shares per shareholder and will be limited to not more than 10 shareholders. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the directors present shall, subject to the provisions of the Act, be a quorum. A Contractzone we provide our clients with much more than just a Shareholders Agreement template. 1941 0 obj <>/Filter/FlateDecode/ID[<754438FFAE0E254F9DA60C9D5DD4C608>]/Index[1919 41]/Info 1918 0 R/Length 111/Prev 346873/Root 1920 0 R/Size 1960/Type/XRef/W[1 3 1]>>stream Unless the context indicates a contrary intention -. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. These agreements do just that, covering a large range of matters, simply and logically. %PDF-1.7 %���� A quorum at meetings of Shareholders shall be the respective duly authorised representatives of __% (_________ percent) of the Shareholders. 9.8. 6.1. 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. A Shareholders Agreement is a contract between some or all of the shareholders in a company.In many cases, the company is also a party to the Agreement. LawLive is the easy way to create professional legal documents in minutes. 1.12. Nothing contained in this Agreement shall be construed as constituting any of the Shareholders as the partner/s of any of the other/s of them or any Shareholder/s as the agent/s of either the Company or any of the other Shareholder/s. The arbitration will be held in ____________. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. This Shareholders Agreement Template is up to date with the new Companies Act which came into effect from 1 May 2011. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. Page 1 of 11 SHAREHOLDERS AGREEMENT This Shareholders Agreement (the “Agreement”) is made and effective [DATE], BETWEEN: [Bizxcel Holdings (PTY)Ltd] (the "Corporation"), a corporation organized and existing under the laws of the [South africa], with its head office located at: No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. 1.8. A shareholders agreement is an essential document to confirm the rights of the shareholders, one against another and against other stakeholders in the business, and to set out how the shareholders intend to operate the company. LegalWise offers a free South African partnership agreement template. Meetings of Shareholders shall be convened in accordance with the Articles of Association of the Company. If no chairman is elected, or the elected chairman is not present within five minutes of the time fixed for the meeting or is unwilling to preside, those directors in attendance may usually elect one of their number as chairman of the meeting. Relationship of the Parties. There is currently an Amendment to this Act which has recently been signed into law, if you purchase this Shareholders Agreement Template and the Amendments alter this document in any way you will be provided with an … Upon timeous receipt of the Acceptance Notice, a contract shall be deemed to have been concluded between the Offeror and the Offerees for the sale of all of the Offeror's shares. Agreement Sample – find free legal agreement contract & form samples with this user-generated fun search engine and index. 2.3. in the event of any of the Offerees failing or declining to exercise the right to purchase its entitlement to the Offeror's Shares, the remaining Offerees shall be entitled to acquire such Offeree's entitlement to the Shares on offer, either entirely or pro rata, mutatis mutandis as set forth above. (a)          delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; (b)          sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seveth) business day after posting (unless the contrary is proved); (c)           sent by telefax to it at a telefax number chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved); (d)          sent by e-mail to it at an email address chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved). 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