It's like a gentleman agreement. It sets out what is not in the bylaws. There are essentially two types of partners, the executive shareholders, who have a role in managing the company (finance, recruitment, organisation) and investors who do not have this role but can intervene in important decisions on development or investment of the company.
1. COMMITMENT of the founding directors
Entrepreneurs and investors are unanimous ... leaders must commit to 200% to grow quickly.
2. PROTECT company and its secrets
Officers are bound by a non-compete obligation to the company.
3. FLUID arrivals and departures of partners
Allow everyone to stay or leave without impacting the growth of the company. To leave without getting angry ... the clause of simple leaver (vesting compliant with French law) allows everyone to leave the company or change roles according to simple and clear rules. Be careful, the distribution 50/50 can be a problem in the case of a disagreement between shareholders.
4. TRUST between partners
All shareholders have a right to information on the Company's accounts. Officers must set up accounts every 3 months or send them on request.
5. EQUITY for employees
Shares for employees are foreseen as of the incorporation of the company in order to exclude them from the scope of trading of the participation of your investors during a fund raising.
The shareholders' agreement proposed by madeinlaw.com proposes the most frequent clauses to protect the founders and ensure a proper balance between the rights and obligations of each of the shareholders in the company and in particular the investors and the directors. This distinction clarifies the obligations of each shareholder towards the company. The list below is non-exhaustive and indicative. We recommend reading all the documents offered to you.
- the procedures for resolving disputes
- the clause of tag along (Private Beta)
- the scope of the exclusivity of the directors (Private Beta)
- the amount of employee profit-sharing (Private Beta)
You benefit from the following clauses:
- non-competition and non-solicitation
- bad leaver in the case of breach of bylaws or partnership agreement
- violation of the shareholders agreement and the bylaws for all partners
- proportional joint output (tag-along)
- protection of shareholders against dilution
- leaver, director's vesting compliant with French law
- intellectual property (IP)
- enhanced financial reporting
Violations of the provisions of a shareholders' agreement are generally sentenced by damages.