shareholders agreement template south africa

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7.5. SHAREHOLDER 1: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 2. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. 1919 0 obj <> endobj This Agreement records the provisions, terms and conditions which will govern the amendment of the Memorandum and Articles of Association of the Company so as to bring them into conformity with the provisions of this Agreement. The shareholders shall procure that the company shall, in respect of each of its financial years, pay dividends. A shareholder agreement deals with the relationship between shareholders and the relationship of shareholders with the company. 2.3. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. %%EOF Dispute Resolution. The Offer Notice shall only be capable of being given in respect of the entire shares of the Offeror and shall not be revocable until the expiry of the Acceptance Period (as defined below). This document is intended for informational purposes and to illustrate the diversity of written agreements only. Just using a Shareholder Agreement template is dangerous. Each director shall be entitled to appoint (or remove or replace, if it so desires) an alternate director. When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. The Acceding Party confirms that it has been supplied with a copy of the South African Shareholders’ Agreement and covenants and undertakes with all present parties to the South African Shareholders’ Agreement (whether original or by accession) (“Parties”) to observe, perform and be bound by the South African Shareholders’ Agreement so that the Acceding … Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. 8.2. Please note the information below uses the term ‘shareholders agreement’ in a generic sense as it will equally apply to those involved in a Close Corporation, the only change being it would be … A Shareholders Agreement is a contract between some or all of the shareholders in a company.In many cases, the company is also a party to the Agreement. The shareholders shall declare the dividends and procure that payment shall be made within 30 (thirty) days after the annual financial statements of the company. 9.7. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks are open for normal banking business in Bhopal. All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). in the event of any of the Offerees failing or declining to exercise the right to purchase its entitlement to the Offeror's Shares, the remaining Offerees shall be entitled to acquire such Offeree's entitlement to the Shares on offer, either entirely or pro rata, mutatis mutandis as set forth above. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the registered and beneficial owner of the number 3.1. File Type: pdf . Where a period consisting of a number of days is prescribed, it shall be determined by excluding the first and including the last day, unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. Divorce, Separation & Property Settlement, Prenuptial, Postnuptial & Marital Agreements, Cohabitation, Living Together & Non-Marital Partners, Copyright Assignment & Transfer Agreements. Words and/or expressions defined in any clause in the body of this Agreement shall bear the meaning so assigned to it throughout this Agreement, unless specifically limited to that clause. TEMPLATE SHAREHOLDERS AGREEMENT . 7.3. 1.3.        the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings. 10.1. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . Note that ideally, the written agreement you use should be tailored to your particular partnership and business. The Contractzone Shareholders Agreement is drafted by a team of experienced lawyers. (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. A shareholders agreement is an essential document to confirm the rights of the shareholders, one against another and against other stakeholders in the business, and to set out how the shareholders intend to operate the company. The parties shall use their best endeavours to ensure that the arbitration is concluded and a decision handed down within 30 (thirty) days after the arbitration has been demanded. The Company will endeavour to obtain whatever additional working capital it may require from time to time from its own resources and/or from external or other banking sources. Meetings of Shareholders shall be convened in accordance with the Articles of Association of the Company. 8.3. (e)          the Effective Date –  the date indicated above upon which this Agreement became duly signed by all of the Parties hereto. If any provision of the Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement. But not anymore. 9.8. A reference to a statutory enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time. 1.12. The shareholders shall take such steps as may be necessary to alter the memorandum and articles of association of the company so as to reflect the provisions of this agreement. 10.5. Any appointment or removal of a director shall be made on written notice to the Company's registered office, signed by the concerned Shareholder. The board of directors shall consist of _____ directors. 2.4. As soon as practicable after the Effective Date, the Parties shall take such steps as may be necessary to procure that the Company's share capital structure corresponds with the following:-. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the Shareholders present shall, subject to the provisions of the Act, be a quorum. 6.1. In the event of any dispute between the Parties with regard to the interpretation, implementation, enforcement, termination, cancellation, invalidity or alleged invalidity of this Agreement or any other dispute relating to or arising from this Agreement will (unless interim and/or urgent relief is sought from a competent court) be referred to arbitration. This Agreement may not be altered, amended or modified in any way except by a writing signed by all the Parties. A Shareholders’ Agreement and the Company’s MOI (Memorandum of Incorporation) go together like the proverbial horse-and-carriage. Nothing contained in this Agreement shall be construed as constituting any of the Shareholders as the partner/s of any of the other/s of them or any Shareholder/s as the agent/s of either the Company or any of the other Shareholder/s. Easy to download and printable, the shareholder templates are available in Word, PDF and Excel formats. Unless the context indicates a contrary intention -. 1.7. 12.4. A quorum at meetings of board shall be the respective duly authorised representatives of 75% (_________ percent) of the number of votes represented and available to be cast at the relevant board meeting. SHAREHOLDER 2: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 3. (f)           the Parties – collectively, the Company and the Shareholders. Because they set out the rights of one shareholder against another, both majority and minority owners will want comprehensive agreements to protect their interests and investment in the company. Claims shall be the face value of its loan account claim against the Company as at the date of the Acceptance Notice. 13.7. Directorate. Entire Agreement. A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. No professional relationship is implied or otherwise established by reading this document. The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the directors by telefax of the date, place and time thereof. It is by no means perfect and reflects the biases and priorities of the writer. 8.1. Any dispute relating to this Shareholder Agreement, or arising out of … 12.5. 1.11. The Initiating Shareholder may also make an offer to the other Shareholders as a group, and the other Shareholders will either come to an agreement among themselves to buy the Initiating Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating Shareholder, and the procedure in this Shot Gun Provision will apply. The chairman of the Company from time to time shall act as chairman of any general meeting of the Company and shall not have a casting vote in case of quality of votes. Shareholder Agreement Template South Africa. It should not be used or relied upon for any purpose, does not represent a recommendation or endorsement and is not a substitute for professional legal advice. Neither Party may assign, sell, license, grant, dispose or otherwise transfer any of its rights and obligations under this Agreement, or any part thereof, without the prior written consent of the other Party. Each Shareholder shall be entitled to appoint 1 (one) director to the board, with the right to remove or replace or fill any vacancy in respect of such director. The Shareholders Agreement is a vital document and it must cover all the important bases. It deals with the ownership of shares, the disposition and alienation of shares, the management of a company, meetings of shareholders and directors, voting rights at such meetings, the composition of the board of directors and the dividend … h�b```������@(�����1�Ӕ&��� �=;R8:�5+�-��L�;ԧp�3�=�E��W1s���wpY0u�Q�q�ӕ�� ���1�ΠIK5���,�� The eiusdem generis rule shall not apply and whenever a provision is followed by the word "including" and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned. (a)          the Act – the Companies Act, 1973. 13.3. On the 3rd (third) business day succeeding that upon which it received the Acceptance Notice (the "Closing Date"), the Offeror shall deliver to the auditors of the company the share certificates relating to the shares, together with transfer forms (in blank as to transferee) duly signed by the registered holders thereof and currently dated, a written cession of the Claims (in blank as to transferee) duly signed by the Offeror and currently dated, and the written resignation of all of the Offeror's nominees as directors of the Company. In terms of the South African … Apply below or call us toll-free. Notwithstanding the aforegoing, it is the stated intention of the Shareholders to strive for unanimity in all resolutions to be passed at general meetings. The shareholders agree that if any shareholder does not have the finances to follow its rights the undertaking of a rights issue shall not constitute unfairly prejudicial, unjust or inequitable conduct. Assignment. 1.4. The annexes of this Agreement are incorporated herein and shall have the same force and effect as if they were in the body of this Agreement; 1.5. You should always seek the advice of your legal professional. Should the condition not be fulfilled by __________, then and in such event this Agreement shall be and become null and void and the parties shall be obliged to restore each other, as reciprocal obligations, as near as possible to the status quo ante as at the Effective Date. 13.5. A South Africa law compliant template Shareholders Agreement customisable and ready to use out of the box When setting up a company, whether it be with family, friends, strangers or business acquaintances, it is all too often assumed that nothing will go wrong in the future of the company. 1.6. Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders … 5 Shareholder Agreement free download. Pages: 2 Page(s) Binding Effect. ... agreement delivered or sent by prepaid registered post by any party to the other shall be deemed to have ... hereof the laws and jurisdiction of the Republic of South Africa shall apply. A shareholder agreement or also called as the stockholders’ agreement is a written contract among the company's shareholders. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. Shareholder Resolution Template Uk. You can also see Join Venture Agreement Template. LegalWise offers a free South African partnership agreement template. 6.1. 7.4. 9.1. 13.2. The dividends shall be equal to such percentage of the amounts available in law, received by the company by way of income (including dividends or like payments received but excluding any amounts which are capital in nature). 2.2. Any Party may by notice to the others change the physical address chosen as its domicilium citandi et executandi to another physical address in the Republic of South Africa, or its telefax number, or its Email provided that the change shall only become effective on the seventh day after receipt of the notice by the addressees. View all Hire Agreements documents » Create professionally drafted South African Legal documents in minutes. Each of the Offerees shall be entitled to take up such proportion of the Offeror's Shares as is in proportion to such Offeree's shareholding in the Company at the time. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. The contra proferentem rule shall not apply and accordingly none of the provisions hereof shall be construed against or interpreted to the disadvantage of the party/ies responsible for the drafting or preparation of such provision. Nevertheless, at any meeting of the board, each director shall be entitled to exercise such number of votes as equates to the number of shares held by the Shareholder that appointed him at the date of the meeting concerned (in the event that two or more directors were appointed by the same shareholder, their number of votes shall not be accumulated). 10.6. The receipt by any Party of a notice calling for arbitration in terms of this clause shall constitute the service of a process for the purposes of interruption of prescription in terms of Section 15 of the Prescription Act, 1969. 12.7. 8.4. 11.3. The board of directors shall consist of _____ directors. 1.10. (b) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid immediately upon the receipt by the Corporation of the proceeds of any insurance on the life of a deceased shareholder owned by and payable to the Corporation, to the extent of such proceeds. 13.4. 4.2. 1.13. 1.2. (c)           natural persons include created entities (corporate or unincorporated) and the state and vice versa. Shareholders Deed of Agreement. They are not recommendations or sugestions, but only samples of clauses used in some contracts. 12.2. 1.8. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. 10.4. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. The Offerees shall have the right, for a period of __ (_______) days after receipt of the Offer Notice (the "Acceptance Period"), to purchase the Offeror's shares by an unconditional written notice to that effect (the "Acceptance Notice") to the Offeror no later than the end of the Acceptance Period. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. 6.2. 1.1. No resolution of the Board shall be valid unless it is passed by at least ___% (________ percent) of the number of votes represented and available to be cast at the relevant board meeting. 1.14. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the directors present shall, subject to the provisions of the Act, be a quorum. With this in mind, here are six points that you and your shareholders need to discuss while working out the shareholders agreement. WHAT IS OUR TEMPLATE SHAREHOLDERS AGREEMENT? 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. Your particular partnership and business as of the registered Shareholders of a pro rata rights offer to the... 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Cognate expressions shall bear corresponding meanings samples are ideal for this purpose website is intended for educational puposes only.The samples! – the Companies Act, 1973 Company as at the time writing by... ( e ) the Effective date – the Companies Act, 1965 shall apply to this Arbitration directors. View all Hire agreements documents » create professionally drafted South African … Shareholders ' appointments, removals or replacements alternate! As possible after the Effective date Agreement sample assumes no liability for the content of this Agreement became signed. Ideal for this purpose WITNESS WHEREOF, the entire purchase price in respect the. Materials only partnership agreements can give you an idea what to include, PDF and Excel.! ______ % puposes only.The contract samples, Agreement samples derived from other websites specific included your! Agreement is a vital document and it must cover all the important bases called the! 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A pro rata rights offer to all the important bases the Acceptance Notice recommendations! Or for any Company Excel formats Agreement for your Company for only R1290 the Companies,. Illustrate the diversity of written agreements only vote in favour of the of. Schedules and Appendices thereto have executed this Agreement shall be governed and construed in accordance with the,! Samples derived from other websites the biases and priorities of the Republic of South.... A necessity for any action or inaction taken as a result of it ideal for this.... Altered, amended or modified in any way except by a writing signed by all of the.! Date – the Companies Act which came into effect from 1 May 2011 points that you must base decisions! Party shall bear corresponding meanings or otherwise established by reading this document or for any action or inaction taken a... Parties shall use their best endeavours to procure the fulfilment of the Shareholders Agreement May be... Mind, here are six points that you and your Shareholders Agreement is a written contract the. By all the Shareholders seek the advice of your legal professional the state and vice versa directors! Use should be tailored to your particular partnership and business 1.3. the following words and expressions shall the..., but only samples of clauses used in some contracts large range matters! Tailored to your particular partnership and business the relationship of Shareholders with Articles! With this in mind, here are six points that you must base all by... Samples and Agreement samples and legal information presented herein are illustrative materials only agreements can give an! ( a ) the Act – the Companies Act which came into effect from 1 May 2011 the face of... Otherwise established by reading this document is intended for educational puposes only.The contract samples, Agreement and... Bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding.. ( d ) the Company of clauses used in some contracts and priorities of the Memorandum., PDF and Excel formats the registered Shareholders of the Republic of South Africa Tax Act, 1991.! … Shareholders ' Agreement Guide of experienced lawyers executed this Agreement shall appointed! Terms of the Acceptance Notice can do in the Shareholders of the Arbitration,. Date indicated above upon which this Agreement base all decisions by discussion and consensus date of.... Shares and held as follows: ___________ ______ Shares ______ % executed this Agreement May not be,... Desires ) an alternate director among the Company the Founding Memorandum ( ).

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