Start by choosing how many Shareholders you have in your Company.

Shareholders Agreement South Africa.

Select your number of shareholders, then go through a short registration process and in under 20 minutes, you will have a comprehensive Shareholders Agreement and Memorandum of Incorporation.

A Contractzone we provide our clients with much more than just a Shareholders Agreement template. The Shareholders Agreement is a vital document and it must cover all the important bases. Just using a Shareholder Agreement template is dangerous. The Contractzone Shareholders Agreement is drafted by a team of experienced lawyers. If you need something specific included in your Shareholders Agreement, our team is available to assist you.

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How to Create an Online Shareholders Agreement

  • Start preparing your Shareholders Agreement by clicking the button for how many Shareholders you have.
  • Then go through a short registration process.
  • Thereafter you complete a series of interactive questions regarding your company and your specific requirements for the Shareholders Agreement.
  • Once you have completed the process, you will be taken to the secure payment gateway to process payment for the Shareholders Agreement.
  • The Shareholders Agreement is provided to you in word and pdf format. We are also available to assist you in completing the process.
  • So much more than just a Shareholder Agreement template - we have the knowledge and experience.

    Directors

    Although the Companies Act, 2008 provides for directors to be appointed by a majority of Shareholders, it is common practice for a Shareholders Agreement to specify how such appointment will take place. The most common variations are: (1) permitting a Shareholder to appoint 1 director for each stated % of the shares held by that Shareholder; (2) permitting a Shareholder to appoint a single director if it has more than X% of the Shares; and (3) appointing based solely on majority vote. The Shareholders Agreement (and MOI) must specify these parameters - many Shareholders Agreements templates don't meet these requirements.
    While the Companies Act 2008 does regulate the standards applicable to Directors conduct, it is important to flesh many of these out in the Shareholders Agreement. Included in these are the disclosure of related party agreements, the requirements for being entitled to conclude contracts in the name of the Company with entities that are related to a Director and the circumstances under which the Company can bind itself as a Surety to a related party. Another important aspect is the circumstances under which a Director is obliged to offer a corporate opportunity to the Company before taking it up itself.
    Voting at Board Level is very important. While you may conduct your business entirely on a collaborative basis and seldom have reason to take a formal vote, it is important to know exactly how directors votes will work. You can grant each director a single vote, or you can provide that a shareholder will vote in accordance with the percentage shareholding held by the Shareholder that nominated the Director. We do not recommend that you purchase a Shareholder Agreement template - our process is interactive and ensures that you have a document that talks to your needs specifically.

    Shares & Shareholders

    What happens to your shares if you die? Now you might say that they pass to your spouse and/or children, but if the shoe is on the other foot, would you want to be in business with your co-shareholder's spouse and/or children? This question is even more important in businesses where the shareholders are actively involved on a day-to-day basis. We believe that it is vital that the Shareholders Agreement (and the MOI) clearly determine what will happen with the shares of a deceased, disabled, retiring or insolvent Shareholder.

    Is there an obligation to buy the shares or is it just an option? Also, how will be purchase price be determined and by who? More than almost any other clauses in a Shareholders Agreement, these provisions highlight the importance of concluding a Shareholders Agreement. This tab must be read in conjunction with the "Pre-Emptive Rights Generally" tab.

    Using a Shareholders Agreement template is a dangerous thing. The Contractzone Shareholders Agreement is prepared by our experienced team - who are on standby to assist you.

    Pre-Emptive rights are very important provisions in any agreement between shareholders. They regulate the circumstances under which a shareholder may sell his or her shares. Importantly, these provisions normally make it clear that a shareholder must offer to sell its shares to the remaining shareholders on a pro rata basis before it can offer the shares to a third party. More complicated Pre-Emptive rights provisions include options in favour of specified persons and either the price of the sale or the mechanism by which the sale will occur. Other important Pre-Emptive Rights provisions relate to when a majority can compel the minority to sell to a third party - for example - if an offer is made for 70% the remainder must sell, and when the minorities can compel the majority to ensure that they get the same deal - for example - if an offer is made for only 70% of the shares, the majority can only accept if they procure the same deal for the remaining shareholders. Forced sales & options are dealt with in this article under the tab "Death, Disability, Retirement & other Triggers".
    Shareholder Resolutions are typically set at +50% for an ordinary resolution and +75% for a special resolution. So depending on your shareholder structure, you may choose to have a long list of Special Resolution items, or none at all (save for those prescribed by the Companies Act, 2008). Various other parameters are important, for example: who may call a Shareholder Meeting, how many days notice is required, where are meetings held and can they be held electronically, etc.
    The regulation of capital in the business and the provision of Shareholder funding is important. Similarly, the interest provisions and the circumstances under which loans will be repaid are important.

    Dispute Resolution & General Provisions

    As stated above, it is vital that the Shareholder Agreement and the MOI are prepared together. Many Shareholders Agreements, particularly those that predate the current Companies Act, are inconsistent with the MOI which can have serious negative consequences.
    Shareholder disputes are often like divorces. They can be very expensive and take a long time to get resolved. If they are not dealt with in an arbitration, the documentation as well as the evidence is part of the public domain. An arbitration is private. Moreover, the arbitration is generally a speedier remedy than the Court driven process.
    The commonly held view that restraint of trade agreements are automatically invalid is incorrect. Whether you choose to conclude a restraint of trade as part of the Shareholder Agreement, or separately, we believe that at the very least, substantial shareholders should be bound to reasonable restraints of trade.

    Stuart Harris (BA LLB LLM)

    011 783 8017


    Our team of experienced lawyers has prepared this comprehensive Shareholder Agreement and MOI. It is so much more than just a Shareholder Agreement template.