They realize that managing the relationship between partners is fundamental to business development. As a rule, the partners of all companies sign parasocial agreements to avoid future problems. In this article, we explain what types of shareholder agreements there are, what legal framework they have and how to create a shareholders` agreement. There are also certain risks that may be associated with entering into a shareholders` agreement in some countries. As with all shareholder agreements, an agreement for a start-up often includes the following sections: The agreement includes sections that describe the fair and legitimate price of the shares (especially when they are sold). It also allows shareholders to make decisions about external parties who could become future shareholders and provides guarantees for minority positions. On the other hand, and although we do not offer a single formula for the drafting of a shareholders` agreement, we propose below some, but not all, typical clauses usually included in this type of document: emphasizing the nature of a shareholders` agreement as a private document that repeated case law has already recognized the possibility of making it enforceable against the company, For practical reasons, there are no different categories of shareholder agreements, but they contain agreements, clauses and conditions that can be divided into very different matters depending on the objective: however, within the framework of the above, make the shareholders` agreement enforceable against the company, it is important to encourage 100% of the partners to sign a shareholders` agreement, so that the company itself can sign it in the same way. A shareholders` agreement is a private document that governs the relationships between those who make up a company`s corporate structure, its partners with each other, and their relationship with the company. We emphasize once again the nature of this type of parasocial agreement: a private contract, and in this sense we must adhere to the Civil Code to determine which channels or actions the legislation grants in case of violation of a partnership agreement: a shareholders` agreement, also called a shareholders` agreement, is an agreement between the shareholders of a company, which describes the functioning of the company and defines the rights and obligations of the shareholders. The agreement also includes information on the management of the company and the privileges and protection of shareholders.

Many entrepreneurs who start startups will want to write a shareholders` agreement for the first parties. The aim is to clarify what the parties had originally planned; When disputes arise as the business matures and changes, a written agreement can help resolve issues by serving as a point of reference. Entrepreneurs can also indicate who can be a shareholder, which happens when a shareholder is no longer able to actively own their shares (for example. B, becomes disabled, dies, resigns or is dismissed) and who has the right to be a member of the board of directors. In addition, shareholder agreements often provide as follows: A shareholder agreement (sometimes referred to as a shareholder agreement in the United States) (SHA) is an agreement between the shareholders or members of a corporation. In practice, it is analogous to a partnership agreement. It can be said that some jurisdictions do not correctly define the concept of shareholders` agreement, but the specific consequences of these agreements have so far been defined. The shareholders` agreement has advantages; To be precise, this helps the business unit maintain the absence of advertising and maintain confidentiality.

Nevertheless, there are also some drawbacks to consider, such as.B. the limited effect on third parties (especially assignees and share buyers) and the modification of the agreed articles can take a long time. Shareholder agreements vary enormously from country to country and industry to industry. However, in a joint venture or a characteristic corporate formation, it is generally expected that a shareholders` agreement will regulate the following issues: the shareholders` agreement is signed by the shareholders of a company, there are defined obligations, rights, privileges, returns on investment, protection, patents, intellectual property and other types of situations that are not included in the articles of association or that are not included in the articles of association. not practical, to define them. Remember that in a company, the partners are not always the same, so we must be aware of the rights and obligations granted by the act we own. There is no generic model that helps develop a shareholders` agreement, just as shareholders of 2 different companies do not have to have the same needs. Those who finance because they are the ones who give most of the money and try to return it with the respective profits usually condition their monetary participation in exchange for a higher percentage of the shares. Therefore, it is necessary to establish exit clauses in the investor`s shareholders` agreement once the company has triumphed and with the profits of it, no capital injection is required, since the scalability of the company has been proven.

Shareholder agreements differ from the articles of association of the company. While the articles of association are mandatory and describe the governance of the company`s operations, a shareholders` agreement is optional. This document is often prepared by and for shareholders and describes certain rights and obligations. This can be very useful if a company has a small number of active shareholders. At Letslaw, we are experts in advising our clients on the steps required to start their business. Our professionals are able to assist you in drafting a shareholders` agreement, which is an optimal tool to foster relationships between your company`s partners. A shareholders` agreement includes a date, often the number of shares issued, a capitalization table (or “cap”) that lists the shareholders and their percentage of ownership of the corporation, any restrictions on the transfer of shares, the current subscription right of shareholders to purchase shares (in the case of a new issue to maintain their stake), and details of payments in the event of the sale of the corporation. In most countries, registration of a shareholders` agreement is not required for it to be effective. In fact, it is the perceived greater flexibility of contract law over corporate law that is a large part of the raison d`être of shareholder agreements. However, this flexibility can lead to conflicts between a shareholders` agreement and a corporation`s constitutional documents. Although laws differ from country to country, most conflicts are usually resolved as follows: in strict legal theory, the relations between shareholders and those between shareholders and the company are governed by the company`s constitutional documents.

[Citation needed] However, if there is a relatively small number of shareholders, as in a start-up, it is quite common in practice for shareholders to complete the constitutional document. There are a number of reasons why shareholders want to supplement (or replace) the company`s constitutional documents in this way: The shareholders` agreement is designed to ensure that shareholders are treated fairly and their rights are protected. Los abogados empresariales en Nicaragua no están tampoco impedidos de utilizar esta variante de acuerdos, ya que sí bien es cierto que no esta normado, tampoco está vedado utilizarlo. This agreement is also called in Iberian law a shareholders` agreement or a shareholders` agreement. In Nicaragua, it is not regulated by the Commercial Code, which is noteworthy that it suffers a regulatory delay of more than 100 years. I invite you to subscribe to the blog, right column with the subscribe subscribe, just enter your email and you will get all the new entries in the email. Therefore, it is recommended to make a perfect combination of experience and preview of all eventualities that may arise. Its use is large and very diverse, as it usually depends on the type of business model you have in mind or want to invest in. In a contract of this type, we sometimes try to protect the minority shareholder, who is usually the one who founded the company, the owner of the idea, the expertise, the innovative change agent. .