Tips for shareholders to get 2023 off to a good legal start
New year, new opportunities, also for you as an entrepreneur! Haven't made any good intentions yet? Then we do have one for you, if you are a shareholder of a BV with multiple shareholders. Do you remember exactly what you agreed with your fellow shareholders when you started the partnership? Are the agreements still correct? And do you act accordingly in your business operations? Congratulations, then you don't need to read any further. If you cannot answer all the questions with 'yes', read on here.
For starters, check whether you entered into a shareholders' agreement when you started the business partnership. If that was some time ago, chances are that the agreements from then no longer fit seamlessly with the situation today. Perhaps the wishes have changed over the years or the BV's articles of association have changed in the meantime. Or did I hear you say that you do not yet have a shareholders' agreement at all? Then our tip is definitely not to wait any longer!
What should you think about when it comes to a shareholders' agreement? A few outlines:
- Mandatory offer of shares: when must a shareholder offer his shares for sale to the other shareholders? And what price will the offeror get for his shares?
- Drag along and tag along arrangement: does a shareholder have a co-sale obligation (drag along) or a co-sale right (tag along), if a third party wants to buy the shares of another existing shareholder?
- Decision-making: is a weighted majority agreed for certain general meeting resolutions? Or are there resolutions that shareholders must approve before the board can take them?
- Arrangements on drawing up and implementing the business plan;
- Agreements on financing the BV: who will provide new capital, should it be needed? Should shareholders provide loans?
- Dividend policy: what requirements must be met to distribute profits?
- Relationship and competition clauses for shareholders: who, what and for how long?
- Agreements on entry of new shareholders;
- Confidentiality clause;
- Penalty clause;
- Dispute resolution;
- And so on.
Has this overview got you thinking and do you also want to have your shareholder agreement reviewed (or drafted)? The corporate lawyers at SPEE lawyers & mediation will be happy to help you in 2023 as well.