Grounds for invalidating a shareholder agreement

The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it.Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase.

For purposes of this paragraph, agreements contrary to public policy include, but are not limited to, agreements that reduce the duties of care and loyalty to the corporation as required by ss.A company should be notified of the existence of shareholders’ agreements.At the same time, the substance of the shareholders’ agreements shall be confidential.The shares listed above constitute all of the issued and outstanding capital stock of the Corporation. During the term of this Agreement, the directors will, when appropriate, perform the following acts: 3.2.1. Shareholders may be employed as officers of the Corporation, as long as they hold shares of stock of the Corporation, are active in its business, and, in a satisfactory manner, perform their duties and responsibilities as set forth in this Agreement, the Articles of Incorporation and the Bylaws of the Corporation. Subject to any retained earnings and to the statutory requirements related to corporate distributions, the net income of the Corporation may be distributed quarterly to the Shareholders in proportion to the number of shares of the Corporation owned by them. If any provision is unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such a holding. Executed on +0300June th093039 at [CITY AND STATE OF SIGNING].The Corporation acknowledges receipt from each Shareholder of the full consideration for the respective shares listed above, and each Shareholder acknowledges receipt of certificates representing his or her shares. Subject to termination in accordance with this Agreement, each Shareholder to this Agreement will be a director of the Corporation. Determine in good faith the “current assets” of the Corporation for purposes of corporate distributions as required by the California Corporations Code; 3.2.2. The following actions shall not be made by any one Officer without the approval of all Officers of the Corporation: [JOINT APPROVAL REQUIRED ACTIONS]. Notwithstanding any contrary provisions in this Shareholder Agreement, the written consent of all of the Shareholders is required to approve the following actions: mergers or consolidations involving the Corporation; amendment or repeal of the Articles of Incorporation of the Corporation; issuance of shares of any class or other rights relating to the issuance of shares of the Corporation; transfer of all, or substantially all, the assets of the Corporation; amendment of this Shareholder Agreement; or voluntary dissolution of the Corporation. The title, duties, and the other terms of employment, including the annual salary, will be memorialized in a separate document and must be both approved, and only may be subsequently altered, only by the unanimous written consent of the Shareholders. Each Shareholder acknowledges that the customer lists, trade secrets, processes, methods, and technical information of the Corporation and any other matters designated by the President or by the written consent of all Shareholders are valuable assets. The Corporation will retain [RETAINED INCOME THRESHOLD] ($[RETAINED INCOME DOLLAR AMOUNT]) of its net income, plus any additional amount the Shareholders reasonably believe necessary to meet financial needs of the Corporation, including, but not limited to the development or expansion of its business. Such distributions shall be approved by all Shareholders. Repayment of Shareholder loans by the Corporation shall occur when the Shareholders agree that there are enough corporate funds to pay the loan. On commencement of dissolution proceedings (either by election of all Shareholders or otherwise), the Corporation will cease to carry on business except as necessary to wind up its business and distribute its assets. Upon the death of a Shareholder, the Corporation shall purchase, and the deceased Shareholder’s estate or successor or successors in interest (the ”Deceased Shareholder”), shall sell, all the Corporation’s stock presently owned by such Stockholder. A Shareholder may voluntarily sell all the Corporation’s stock presently owned by such Shareholder (“Departing Shareholder”). In the event of mandatory or voluntary buy-sell under this Section, the non-departing or surviving Shareholder shall have the right of first refusal to purchase all shares that would otherwise be repurchased by the Corporation at the purchase price set forth above. This Agreement will be binding on the parties to the Agreement and on each of their heirs, executors, administrators, successors, and assigns.

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