Shareholder Agreement Apostille


What is a Shareholder Agreement?

A Shareholders' Agreement, sometimes known as a Stockholders' Agreement, is a contract between owners that lays out how a business should be run and explains shareholders' rights and responsibilities. The agreement also contains information about the company's management as well as the rights and protections of shareholders.


Basics of a Shareholder Agreement

A Shareholders' Agreement typically contains the following information: a date; the number of shares issued; a capitalization table that lists shareholders and their percentage ownership; any restrictions on transferring shares; pre-emptive rights for current shareholders to purchase shares to maintain ownership percentages (for example, in the event of a new issue); and payment details in the event of a company sale.


Shareholder agreements are not the same as corporate bylaws. The legal backbone of a company's activities is formed by its bylaws, which function in tandem with its articles of incorporation. On the other hand, a Shareholder Agreement is optional. This agreement is frequently written by and for shareholders, and it outlines specific rights and responsibilities. When a company has a limited number of active shareholders, it may be quite beneficial.


An Entrepreneurial Venture Shareholders Agreement Example

Many entrepreneurs who are forming new businesses may wish to establish a shareholders' agreement for the first investors. This is to guarantee that the parties' original intentions are clarified. If disagreements emerge as the firm grows and evolves, a written agreement can serve as a point of reference to assist settle concerns.


Entrepreneurs should also consider who can be a shareholder, what happens if a shareholder loses the ability to actively own their shares (for example, if he or she becomes incapacitated, dies, resigns, or is dismissed), and who is allowed to serve on the board of directors.


An agreement for a startup would typically comprise the following components, as with all shareholder agreements:


  • The parties are identified in the preamble (e.g. a company and its shareholders) a schedule of recitals (rationale and goals for the agreement)

  • Details about the company's optional vs forced share buyback program in the event that a shareholder sells their stock.

  • A right of first refusal clause explains how the corporation has the right to buy the securities of a selling shareholder before they sell to a third party.

  • Notation of a fair share price, which is either recalculated annually or determined using a formula.

  • An insurance policy's possible description

Apostille a Shareholder Agreement

There are certain requirements for an agreement to be witnessed, notarized & legalized in order for it to be enforceable and for recording purposes. The agreement should be witnessed by two parties, and the initials of the parties and witnesses must be placed on each page of the agreement. The signature of the foreign party must also be notarized. The requirement for legalization, however, may be waived in accordance with certain international treaties between the United States and a foreign country, such as the United Kingdom. Furthermore, the agreement must specify the full name and title of the representatives of the parties, the witnesses’ identification document number (such as passport, number for a foreign witness, for instance), and the place and date of execution.


It's very important to get this done properly. It doesn't matter if your business is in New York, Texas, California, or Florida, mistakes can force you to start over from scratch and potentially cost you time and money.


There is no margin for error with the Authentication or Apostille process. If mistakes are made, both your time and money will be wasted and you'll have to start all over again. If you want to look into outsourcing this part of preparing to studying abroad to someone with experience, please email me at jared@apostillellc.com or call 848-467-7740 to request my services or learn more.

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