Shareholders’ agreements: rules and protections for shareholders
SHAREHOLDERS’ AGREEMENTS
1. Introduction
2. Definition and legal nature
3. What are shareholders’ agreements for
4. The most common types
5. Duration and limits of validity
6. Effectiveness and consequences of breach
7. The role of the notary
8. Conclusions
1. Introduction
When several partners decide to start a company, the bylaws alone may not be sufficient to regulate all internal relationships.
Differences in vision or conflicts of interest risk undermining the stability of the company.
In such cases, shareholders’ agreements become a useful tool for creating additional, customized rules that can protect balance and ensure transparency.
2. Definition and legal nature
Shareholders’ agreements are private agreements between shareholders governing rights and obligations related to corporate ownership. They do not amend the bylaws and do not bind the company or third parties, but have contractual value between the signatories.
Therefore, if there is a violation, you do not cancel the assembly resolution, but you can sue for contractual liability or seek compensation.
3. What are shareholders’ agreements for.
The most common goals are:
– Coordinate decisions in the assembly;
– Stabilize the ownership structure;
– Protect minority shareholders;
– Define exit rules (exit strategy);
– Set consultation or funding obligations.
In other words, they represent a “safety net” for members, especially at sensitive times such as growth or the entry of new investors.
4. The most common types
– Voting syndicates: members agree to vote in a coordinated manner on certain matters.
– Block syndicates: regulate the transfer of shares (preemption, approval, tag along or drag along clauses).
– Governance agreements or consultation: veto rights, how directors are appointed, prior confrontation requirements.
– Financial or non-competition agreements: commitments to support the company with new contributions, confidentiality clauses, and prohibitions on competition.
5. Duration and validity limits
The law stipulates that shareholders’ agreements have a maximum term of 5 years, renewable. If no term is specified, each shareholder may terminate with 180 days’ notice.
In listed companies, the rules are more restrictive: covenants must be disclosed and comply with specific transparency rules.
6. Effectiveness and consequences of violation
Because they are effective only among the signatories, shareholders’ agreements are not enforceable against the company or third parties.
If a partner does not comply with what was agreed upon, the consequences may be:
– claim for damages;
– Application of penalties stipulated in the agreement;
– loss of trust and consequent redefinition of societal balances.
7. The role of the notary
Drafting shareholders’ agreements requires care and expertise. A notary public can:
– ensure that the clauses comply with the law and the statute;
– Preventing risks of nullity;
– Ensure balance and transparency among members.
8. Conclusions
Shareholder agreements are not compulsory, but they become essential when the company grows or when relationships between partners become complex.
A well-structured agreement, drafted with the support of a notary public, is a protective tool that strengthens mutual trust and the soundness of the enterprise.
