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Shareholders
Agreement

PREPARED FOR 
[Shareholder Name] 

PREPARED BY 
[Company Name] 

Shareholders Agreement

This Shareholders Agreement (hereinafter referred to as the “Agreement”) is entered into effective as on [Effective Date], 

By and Between 

[Company Name] (hereinafter referred to as the “Company”), whose principal place of business is at [Company Address], and; 

[Shareholder Name] (hereinafter referred to as the “Shareholder”), residing at [Shareholder Address]. 

The Company and the Shareholder are collectively referred to as the “Parties” and the “Party” individually.

WHEREAS the Shareholder hereto agrees to jointly manage the Company and incorporate under the laws of [Laws Incorporated_State];

AND WHEREAS the Shareholder is entering into this Agreement to provide management and control of the Company.

NOW, THEREFORE, it is hereby agreed between the Parties as follows:

TERMS AND CONDITIONS.

1. OPERATIONS.

The Company shall be structured and organized by the terms and conditions of this Agreement and its Memorandum of Association (MOA) and Articles of Association (AOA). 

2. SHARE CAPITAL.

The authorized share capital of the Company is [Authorized Share Capital Amount] ([Authorized Share Capital Amount in Words]), equity share of [Equity Share_Amount] each. There shall be no further issue of capital without the consent of the Shareholder, and it shall be agreed upon mutually in writing.

3. DIRECTORS.

The Board of Directors of the Company shall consist of [Number of Directors] Director(s). The Shareholder shall have the right to nominate up to [Number of additional directors shareholder can nominate] additional Director(s) to the Board.

4. VOTING.

The Shareholder shall jointly and severally vote and act as a member of the Company with regards to the shares of the Company.

5. AUDITOR.

The Auditor of the Company shall be [Name of the Auditor]. The Auditor shall not be changed without the prior consent of the Shareholder and the Directors.

6. RIGHT OF FIRST REFUSAL.

The Shareholder shall have a right of first refusal to purchase shares if the following events occur:

(a) New shares are issued by the Company;

(b) Any shares are sold or otherwise transferred or disposed of by any Shareholder (other than the existing Shareholder).

7. NON-COMPETITION.

The Shareholder shall not, at any time during the [Number of Years for Non-Compete Restriction] year(s) period immediately following the Closing date, directly or indirectly, own, manage, control, participate, or be related or otherwise affiliated in any manner with any business similar to that engaged in by the Company in the territory of [Territory of Non-Compete Restriction] without the prior written consent of the Company.

8. TERMINATION.

Either Party may terminate/cancel this Agreement by written notice to the other Party. In case of breach of the terms and conditions herein by any Party, the Party in breach shall remedy it within [Number of days to remedy breach] day(s) upon receiving such notice of the breach. Failure to remedy the breach will lead to the termination of this Agreement without prior notice.

9. TRANSFER OF AGREEMENT.

This Agreement is confidential and shall not be transferred to any Party without prior written consent.

10. INDEMNIFICATION.

The Shareholder agrees to indemnify the Company against any claim, damages, cost, loss, or any kind of liability arising in and out of this Agreement.

11. ARBITRATION.

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the seat shall be [State of Seat]. The arbitrators' decision shall be final and will be binding on both Parties.

12. NOTICE.

All the approval notices required herein by either of the Parties shall be deemed to be given and delivered by certified courier or registered email, respectively. 

13. SEVERABILITY.

In the event that any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.

14. GOVERNING LAW.

This Agreement shall be governed by and in accordance with the laws of [Governing Law].

15. ENTIRE AGREEMENT.

The Parties acknowledge that this Agreement sets forth and represents the entire agreement between both Parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

[Shareholder Name]

[Company Name]

Name:

Name:

Signature: 

Signature:    

Date:

Date:   

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