Shareholders Agreement (Long form - Comprehensive)
THIS AGREEMENT made this ______ day of ______, 20__, by and between _________, hereinafter "Shareholders" of ________, hereinafter "Company".
W I T N E S S E T H:
WHEREAS, the parties believe it is in their best interest to unanimously agree to terms below related to the operation, management and control of the Company in order to achieve harmonious balance and direction.
NOW THEREFORE, the parties agree to the following:
1. The Shareholders agree to maintain company records "books" status of the Company for commonwealth tax purposes throughout a period of five (5) years from the date hereof unless ____ percent (--%) of outstanding stock of the Company is voted in such a manner as to consent to the revocation of such status.
2. The parties hereto agree to execute a Buy Sell Agreement between and mutually acceptable by the parties.
3. For a period of five (5) years from the date of this Agreement, the Shareholders as Directors shall, unless one is either no longer a Shareholder, or unable or unwilling to perform, vote for the following officers:
_____________________ Managing Director
_____________________ Director/Treasurer
_____________________ Secretary
4. Restrictive Endorsements shall be set forth on all the stock certificates for the Company which shall set forth that such stock is subject to the Buy Sell Agreement terms as well as to the voting restrictions contained herein.
5. TheCompany shall do its banking business at ____________ or at such bank or banks as determined in the sole discretion of the Directors. The signature of any one officer of the Company shall be sufficient for checks or drafts up to the amount of ($------). The joint signature of either _____ or ______ as one party, and __________ as the other party will be necessary for any check over the amount of ($------).
6. The Shareholders consent that upon the occurrence of a situation whereby the operating capital of the Company is not sufficient to meet operating expenses and upon a majority vote by the Shareholders each Shareholder shall make the required contribution as to such total request within thirty (30) days of request of a Shareholder in the proportion of their stock ownership interest in the Company.
Failure to make such contribution within said thirty (30) days will result in the then remaining Shareholders having the right to purchase the pro rata share of the stock held by the Shareholder who has failed to make his capital contribution by purchasing the capital contribution together with interest at prime plus __ percent (--%).
7. The parties hereto agree that the Company shall lease certain real property for its Company purposes.
8. The Company shall utilise the accrual method of accounting with the fiscal year ending in _______, of any given year.
9. Company books shall be kept in the offices of the Company unless the Shareholders agree otherwise. The books are to be maintained under generally accepted accounting standards with sufficient controls and audit trail necessary for easy outside review. A monthly financial operating statement shall be sent to each Shareholder not later than five working days after the last day of the previous month. Such financial report shall include current month and year to date results of operation and balance sheet information. Furthermore, at the request of any Shareholder, the parties agree to an annual financial review for a previous year of business. Any such annual review shall be performed by someone other than the CPA who is utilized for day to day operations by the Company.
10. For transactions involving up to and including the amount of ($-------), any officer of the Company is authorized to enter into in the future any and all contracts and leases for the improvements, purchase, maintenance, sale, lease or other disposition of corporate property in the form customary for such agreements. Furthermore, to the extent of the above stated limit an officer may borrow money on behalf of the Company at commercially reasonable terms. Any transaction of whatever kind, over and above the amount of ($------) shall be agreed to in writing prior to the binding the Company to the same by Shareholders holding a minimum of (--%) of the outstanding shares of the Company . Furthermore, each Director must sign each agreement, lease, contract or other document in which any Company obligation is created to signify their consent to approving the same.
11. The Shareholders hereof shall be respectively entitled to reimbursement from the Company for all personal out-of-pocket direct costs, including on-site costs incurred by them in furthermore of the Company business. Such Shareholders...
(Excerpt)
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