A shareholders agreement is fundamentally important to your business. There are numerous issues that can arise that can give rise to serious disputes between shareholders and more often than not, shareholder disputes can jeopardise the entire business. It is also vital that a shareholders agreement is concluded in conjuction with the Memorandum of Incorporation for the Company, particularly as the Companies Act 2008 provides that in relation to certain vital aspects a Memorandum of Incorporation will override and take precedence over a shareholders agreement.
One of the mechanisms for acquiring shares can be by way of subscribing for shares in a company. It is important that the company’s authorised share capital is sufficient and also that the requirements of the company’s Memorandum of Incorporation are complied with.
This agreement regulates the purchase and sale of shares in a company. It regulates important matters like the purchase price, payment details, transfer mechanisms, confidentiality, dispute resolution. This particular agreement includes a restraint of trade in terms whereof the seller of the shares undertakes to not compete with the Company.. If the seller remains a shareholder in the company, or if there is more than one shareholder in the company after the transaction, please remember that it is critical to also conclude a proper shareholders agreement (which should also be supported by a new Memorandum of Incorporation).