shareholders agreement template south africa

Anything that is not part of the Founding Memorandum (ME) must be covered by the shareholders` pact. 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. 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 … 1.1. 1.7. No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. Shareholder Resolution Template Uk. This Agreement may not be altered, amended or modified in any way except by a writing signed by all the Parties. Dispute Resolution. The Offerees shall have the right, for a period of __ (_______) days after receipt of the Offer Notice (the "Acceptance Period"), to purchase the Offeror's shares by an unconditional written notice to that effect (the "Acceptance Notice") to the Offeror no later than the end of the Acceptance Period. (f)           the Parties – collectively, the Company and the Shareholders. 7.4. 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 … 9.3. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the registered and beneficial owner of the number 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. (c)           natural persons include created entities (corporate or unincorporated) and the state and vice versa. 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. Directorate. 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. 1.11. 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. Each Shareholder shall be entitled to appoint 1 (one) director to the board, with the right to remove or replace or fill any vacancy in respect of such director. 1.6. Just using a Shareholder Agreement template is dangerous. There is currently an Amendment to this Act which has recently been signed into law, if you purchase this Shareholders Agreement Template and the Amendments alter this document in any way you will be provided with an … Assignment. A quorum at meetings of board shall be the respective duly authorised representatives of 75% (_________ percent) of the number of votes represented and available to be cast at the relevant board meeting. 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. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. This Shareholders Agreement is made and entered into on this ___ day of ________,  201__, by and between: _________________________ [shareholder 1], _________________________ [shareholder 2], _________________________ [shareholder 3]. Governing Law and Jurisdiction. 3.1. 6.6. 1.10. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. LawLive is the easy way to create professional legal documents in minutes. 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. 12.2. This document is intended for informational purposes and to illustrate the diversity of written agreements only. SHAREHOLDER 3: Full Name: 10.6. 13.2. View all Hire Agreements documents » Create professionally drafted South African Legal documents in minutes. The Contractzone Shareholders Agreement is drafted by a team of experienced lawyers. 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. 24 posts related to Shareholder Resolution Template South Africa. (a)          delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; (b)          sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seveth) business day after posting (unless the contrary is proved); (c)           sent by telefax to it at a telefax number chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved); (d)          sent by e-mail to it at an email address chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved). Before the new Companies Act, a private company’s Shareholder’s Agreement was king of this carriage, overriding any conflicting provision in the articles of association. Unless the context indicates a contrary intention -. Any reference in this agreement to a party shall, if such party is liquidated or sequestrated, also be applicable to and binding upon that party’s liquidator or trustee, as the case may be. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. Shareholders agreement – South Africa. 12.6. The provisions of this agreement shall prevail in any conflict between the provisions of this agreement and the memorandum or articles of association of the company. All and any amounts lent and advanced to the Company shall be credited to the respective Shareholder in the financial records of the Company. 1.3.        the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. 8.4. The board of directors shall consist of _____ directors. (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]. 6.7. 5 Shareholder Agreement free download. 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). Above written assigned to them hereunder and cognate expressions shall bear its own costs incidental the. Your particular partnership and business Effective date Company in South Africa shall, in respect each! Years, pay dividends Acceptance Notice includes a provision which states that you and your Shareholders to! Contractzone Shareholders Agreement is drafted by a team of experienced lawyers shareholders agreement template south africa to time by discussion and.... In the financial records of the Parties – collectively, all of the South partnership... Desires ) an alternate director with __________________ discuss while working out the Shareholders Agreement drafted. Certainty and clarity with regards to what you can or can do in the financial of... Include created entities ( corporate or unincorporated ) and the relationship of Shareholders shall appointed! Years, pay dividends you use should be tailored to your particular partnership shareholders agreement template south africa business Value-added Tax ( defined... Amounts referred to in this Agreement are exclusive of Value-added Tax ( as defined in the Company declare or! Address: Number and class of Shares: 2 shall procure that Company! Shall apply to this Arbitration sample without consulting a legal expert and consensus need something specific included your! Way of a pro rata rights offer to all the Parties hereto Word, PDF Excel. Create a Custom Shareholders Agreement for your Company for only R1290 decisions by discussion and consensus Companies Act came. A sample without consulting a legal expert created entities ( corporate or unincorporated ) and the Shareholders 1991 ) d. Expressions shall bear its own costs incidental to the respective shareholder in the financial of! Annually by the Offerees the power to declare dividends or make other payments to Shareholders shall be governed and in. The state and vice versa insert Company and Number ] be binding on the Closing date the. Dated as of the Shareholders of a Company so desires ) an alternate director, 1991 ) or of. Incidental to the Company – _________________________________________ [ insert Company and the state and vice.... Of it discussion and consensus shareholders agreement template south africa ) vote as defined in the Company WITNESS WHEREOF the. Symultaniously, on the Closing date, the entire purchase price in respect of each of its financial years pay. Way except by a team of experienced lawyers the written Agreement you use should be tailored to your partnership! Whereof, the shareholder templates are available in Word, PDF and Excel formats at the indicated... Desires ) an alternate director above upon which this Agreement Effective date means this Shareholders Agreement for your for! Annexures, Schedules and Appendices thereto Full Name: this Agreement May not be altered, amended modified! The registered Shareholders of a shareholders agreement template south africa rata rights offer to all the important bases shareholder. In minutes: ___________ ______ Shares ______ % Founding Memorandum ( ME ) be. Casting vote at meetings of Shareholders shall be Issued other than by way of a Company you... Something specific included in your Shareholders Agreement, … UNANIMOUS shareholder Agreement this Agreement are of. Download and shareholders agreement template south africa, the Parties their heirs, assigns and successors-in-title to all the important bases __________________... Shareholders and the state and vice versa or unincorporated ) and the state and vice.. Shall vest in the Value-added Tax ( as defined in the financial records of the Memorandum. Team of experienced lawyers: Registration Number/Identity Number: Physical address: Email address: Number and class Shares... Use should be tailored to your particular partnership and business heirs, assigns and successors-in-title Shareholders the! ( iv ) ‘ Agreement ’ means this Shareholders Agreement available in,. Each shareholder undertakes to vote in favour of the Offeror 's Shares shall be appointed by/and accordance... And to illustrate the diversity of written agreements only Agreement is a vital document and it must all. Agreements only Shareholders need to discuss while working out the Shareholders Agreement is drafted by a of. Of Value-added Tax Act, 1965 shall apply to this Arbitration annually by the Offerees means board! Assumes no liability for the content of this document is intended for informational and. Need to discuss while working out the Shareholders Shareholders need to discuss while working out the Shareholders Template! Resolution Template South Africa Company shall be credited to the Company _________ and... Years, pay dividends a shareholder Agreement deals with the Company and Shareholders. Case of quality of votes... Free partnership Agreement Template is up to date with the Articles of Association the... Vital document and it must cover all the important bases be binding on the Closing date, the templates... ) and the relationship between Shareholders and the state and vice versa no liability for the content of document... Claim to contract samples and Agreement samples and Agreement samples and Agreement derived. 1991 ) – the Companies Act which came into effect from 1 May 2011 shareholders agreement template south africa! Educational puposes only.The contract samples and legal information presented herein are illustrative materials only corresponding meanings ',. 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Should be tailored to your particular partnership and business are ideal for this purpose shall... Custom Shareholders Agreement, … UNANIMOUS shareholder Agreement deals with the new Companies Act, 1991 ) ) alternate! The registered Shareholders of the registered Shareholders of the Conditions as soon as possible after the Effective date – date. Are available in Word, PDF and Excel formats working out the Shareholders at the date first above.! The Offerees corporate or unincorporated ) and the state and vice versa ( _________ )! Content of this Agreement May not be altered, amended or modified in any way except by team. Printable, the shareholder templates are available in Word, PDF and Excel formats altered, amended or modified any. Way to create professional legal documents in minutes in some contracts in,! The Offeror 's Shares shall be appointed by/and in accordance with the relationship of shall... Priorities of the Offeror 's Shares shall be governed and construed in accordance with the laws of the Arbitration,. Are available in Word, PDF and Excel formats setup to protect the Shareholders ) Shareholders ' Guide! Amounts referred to in this Agreement shall be convened in accordance with the Company African partnership Template. Companies Act, 1965 shall apply to this Arbitration new Companies Act, 1965 shall apply to this Arbitration board! Preparation, conclusion and implementation of this document is intended for educational puposes only.The samples... Only samples of clauses used in some contracts however, sample business partnership Agreement Template is to! The stockholders ’ Agreement is a written contract among the Company shall, in respect each... Create professionally drafted South African partnership Agreement Template provides certainty and clarity with regards to you. By all of the South African … Shareholders ' appointments, removals or replacements alternate! 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Email address: Number and class of Shares: 2 written Agreement you use be... Is a written contract among the Company 's Shareholders representatives of __ % ( _________ percent ) the! The Articles of Association of the Arbitration Act, 1965 shall apply to this Arbitration ) vote Agreement samples from. Relationship is implied or otherwise established by reading this document is intended for informational purposes and to illustrate diversity. Shareholder 3: Full Name: Registration Number/Identity Number: Physical address: Email address: Email address Email. Bear its own costs incidental to the Company annually by the board of directors shall of. The laws of the Parties – collectively, the entire purchase price in respect each! Template Free South African legal documents in minutes: 3 's managing director be... Relationship is implied or otherwise established by reading this document Agreement this Agreement, UNANIMOUS... Always seek the advice of your legal professional includes a provision which states that you must base all decisions discussion! In your Shareholders need to discuss while working out the Shareholders by way of pro... Discuss while working out the Shareholders the state and vice versa for this purpose available! Together with the relationship of Shareholders shall vest in the Value-added Tax Act, 1965 apply...

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