When setting up a company, if no statute is submitted to the Office of the Register of Companies, one of the incorratory sections of Part I or II of Table A of the First Act on Companies will automatically constitute the statutes of the newly created company. In the case of a limited company, the relevant statutes are listed in Part II of Table A. These provide that the Part I statutes of Table A (which apply to state-owned enterprises), with certain exceptions, apply to private companies. I refer in this document to these articles of the standard form as an article in Table A. They will very often find in practice that the statutes consist of a document written by a corporate training agency, accountants or lawyers who adopt one or the other version of the articles in Table A with certain amendments/exclusions. Sometimes it is said that you can develop, in accordance with the statutes, all the issues that one would typically see in a shareholders` pact. This may be true, but there are some important reasons why shareholder clients are more often bound by a shareholder contract and not just by the statutes. These reasons are discussed in the next section. To amend “uns anchored” sections, the law expressly requires shareholders to make a special decision. This reflects the importance of corporate governance articles and also provides protection to shareholders, directors and the company itself. If you are a major shareholder in a company, make sure its items are suitable for the company and its operation. It is therefore essential that the articles be well developed in order to cover the terms agreed between the company`s shareholders and which are not a source of uncertainty or litigation in the future.
The statuses that were given to you when you started your business will probably be the Companies House model version. But they are not “model” as default to achieve, but “model” as in them are a reasonable adjustment for any business. A shareholder contract must always be read and reviewed in relation to the statutes of a company. Feel free to consider a model of agreement, although not professionally developed, for specific details. It`s going to at least get you started. Don`t rely solely on the advice of your lawyer. Lawyers have their prejudices and can point you in a direction that is not in your best interest. (Note – do they act for you personally or for the company or for other shareholders?) Talk to other entrepreneurs who have gone through this exercise. Your experience can be worth a lot of legal lunches! Should a withdrawing shareholder be able to force other shareholders to buy his shares? If he is expelled from the country, will he be able to keep his shares? When a shareholder (such as a founder) receives shares to make certain commitments to the company over time, certain penetration conditions must be established. For example, if a founder quits, he should lose a percentage of his shares (if he accepts a vesting at 3 years and stops after 6 months, he loses 5/6 of his shares.
Perhaps the outgoing shareholder should sell part of its shares to the company (or other shareholders, on a pro-rata basis). In this case, an evaluation method should be defined (see below).