shareholders agreement template south africa

Shareholders Agreement. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. 6.2. 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. endstream endobj startxref No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. A Shareholders Agreement, is an agreement between the shareholders of the company and between the shareholders and the company itself, and regulates the rights and obligations of the shareholders to each other and to the company, as well as the rights and obligations of the directors appointed by the shareholders. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . This Agreement may not be altered, amended or modified in any way except by a writing signed by all the Parties. 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. The arbitrator shall be appointed by/and in accordance with __________________. 13.1. h�bbd```b``���@$S�d��H�E �9,�"���u �U��ٌ`�LF���l Y�$�n��-G@dZ HDd���ـ������F��~w 0 ��c (b)          the Agreement – collectively, this Shareholders' Agreement and its Annexes; (c)           the Business – the principal business activity of the Company, namely: _____________________________________ [insert purposes of the company and areas of activity]. 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. Sample business partnership agreements. 11.3. 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. 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. 1.7. 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. However, sample business partnership agreements can give you an idea what to include. 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. Shareholders agreement – South Africa. Anything that is not part of the Founding Memorandum (ME) must be covered by the shareholders` pact. 6.7. In terms of the South African … Where one of the Shareholders (hereinafter, the "Offeror") desires or proposes in any way to dispose of its shares, he shall give written notice (the "Offer Notice") to the other Shareholders (the "Offerees") in which it shall specify that it wishes to dispose of all its shares in the Company and its claims on loan account against the Company. 9.4. All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). 6.6. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. Upon the due fulfilment of the Conditions, the Prior Agreements shall be and become cancelled and of no further force or effect whatsoever, save for any claims between the Parties which may be in existence at the time. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. 10.4. The purchase price in respect of the Offeror's shares shall be the value of the company (as determined by the company's auditors) multiplied by the number of Offerorws shares and divided by the total number of shares of the company. 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. 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. 6.8. h�b```������@(�����1�Ӕ&��� �=;R8:�5+�-��L�;ԧp�3�=�E��W1s���wpY0u�Q�q�ӕ�� ���1�ΠIK5���,�� modules of not less than 10 (ten) shares per shareholder and will be limited to not more than 10 shareholders. 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. shareholders at the Company’s annual general meeting to be held on [x] 2018: Brief explanatory note for the resolution: The Paris Agreement of 2015, agreed to by 197 parties, including South Africa1, commits to holding the increase in the global average temperature “to well below 2˚C above pre-industrial levels and to Despite the above, no dividends shall be paid until such time as all shareholders’ loans and any interest thereon, if applicable, and all amounts owing to funders of the company have been paid. 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. Any appointment or removal of a director shall be made on written notice to the Company's registered office, signed by the concerned Shareholder. They are not recommendations or sugestions, but only samples of clauses used in some contracts. 9.1. These agreements do just that, covering a large range of matters, simply and logically. If any shareholder shall not follow its rights, he shall be deemed to have renounced same to the other shareholders who do follow their rights in the same proportions as they follow their rights. The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: mike@volker.org (Note - this is just a sample agreement to give the reader some basic ideas. 13.7. endstream endobj 1920 0 obj <. When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. 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. The purpose behind the contract is to be certain that all the shareholders are treated equally and at the same time, their certain rights will be protected. The board of directors shall consist of _____ directors. 7.1. Also, it includes a provision which states that you must base all decisions by discussion and consensus. 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. 5 Shareholder Agreement free download. You should not utilize a sample without consulting a legal expert. A shareholders agreement is as useful as the paper it’s written on if it doesn’t contain the one crucial element: shareholder agreement. (d)          the Company – _________________________________________ [insert company and number]. 2.3. 7.2. 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. Each Shareholder … Notwithstanding the aforegoing, it is the stated intention of the Shareholders to strive for unanimity in all resolutions to be passed at general meetings. 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. You should always seek the advice of your legal professional. 7.4. Unless otherwise provided to the contrary herein, no resolution of the Company 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 general meeting. Shareholders Agreement Template South Africa Posted by:Admin A shareholder pact can be prepared at reasonable prices and will save a considerable amount of legal fees and litigation on the line. Shareholder Resolution Template Uk. ie. ... Free Partnership Agreement Template South Africa 8uexa Awesome Business Partnership Agreement Template Free South Africa. SHAREHOLDER 2: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 3. 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. The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the Shareholders by telefax of the date, place and time thereof. Entire Agreement. The Contractzone Shareholders Agreement is drafted by a team of experienced lawyers. 8.3. Directorate. 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). 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 … 3.1. 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). 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. 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 … The board of directors shall consist of _____ directors. 1. A Contractzone we provide our clients with much more than just a Shareholders Agreement template. (a)          a reference to any one gender include the other two genders, (b)          the singular includes the plural and vice versa, and. Shareholders Deed of Agreement. 7.5. 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). Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. 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. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. 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. The shareholders shall procure that the company shall, in respect of each of its financial years, pay dividends. Severability. It should serve as food for thought. This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. 9.8. At any general meeting of the Company, each Shareholder shall be entitled to exercise such number of votes as equates to the number of Shares held by such Shareholder at the date of the meeting concerned. For: _____________________ [shareholder 1], Signatory, who warrants that he/she is duly authorised hereto, Date: ___________________      Witness: _____________________, For: _____________________ [shareholder 2], For: _____________________ [shareholder 3]. Should no acceptance notice be received prior to the expiry of the Acceptance Date the Offerees' right to acquire the Offeror's Shares in terms of the Offer Notice shall ipso facto lapse and be of no further force or effect whatsoever and the Offeror may sell his shares to third parties. 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