Every provision that matters.
Ownership + capitalization
Share count, classes, ownership percentages, capital contributions, initial valuation.
Voting rights
Per-share or per-shareholder, supermajority thresholds for major decisions, board composition rights.
Transfer restrictions
Right of First Refusal (ROFR), permitted transferees, lock-up periods, anti-dilution.
Drag-along + tag-along
Drag majority into a sale; tag along with majority sale. Standard for VC-ready Corps.
Buyout triggers
Death, disability, divorce, departure, deadlock. Pricing formula and payment terms.
Pre-emptive rights
First right to buy new shares to maintain ownership %. Critical for protecting against dilution.
Confidentiality + non-compete
Shareholder confidentiality, non-compete during ownership + post-departure (state-enforceable).
Dispute resolution
Mediation, arbitration, governing law (Delaware default). Avoids public court.
Common questions.
What is a shareholder agreement?
A shareholder agreement is a contract among a corporation's shareholders setting how the company is owned and governed, covering voting, share transfers, buy-sell terms, and dispute resolution, so ownership issues are handled by agreement rather than left to conflict. It is the corporate counterpart to an LLC operating agreement. We keep your corporation organized around it.
Why do shareholders need an agreement?
Because it sets what happens when a shareholder wants to sell, dies, or leaves, how decisions are made, and how disputes are resolved, preventing the conflicts that arise when these are unaddressed. We flag the terms that matter so your corporation's ownership is governed deliberately, not left to default rules and negotiation.
What does a shareholder agreement cover?
Typically voting and control, restrictions on transferring shares, buy-sell provisions for departures and death, valuation methods, drag-along and tag-along rights, and dispute resolution, so ownership transitions are orderly. We flag the provisions that prevent disputes so your agreement actually protects the shareholders.
What is a buy-sell provision?
It governs what happens to a shareholder's shares on death, disability, departure, or a triggering event, often with a valuation method and sometimes funding, so ownership transitions are handled rather than fought over. We flag buy-sell terms so a shareholder change is planned in advance.
What are drag-along and tag-along rights?
Drag-along rights let a majority require minority shareholders to join a sale, while tag-along rights let minority holders join a majority's sale, so both address how shares move in a company sale. We flag these so your agreement handles a future sale fairly for majority and minority alike.
How does it handle share transfers?
A shareholder agreement typically restricts transfers, often giving the company or other shareholders a right of first refusal, so ownership stays with intended parties rather than passing to outsiders. We flag transfer restrictions so your corporation's ownership does not change hands unexpectedly.
Is a shareholder agreement the same as bylaws?
No: bylaws govern the corporation's internal operations, while a shareholder agreement is a contract among the owners about ownership and control, so they serve different, complementary roles. We flag how both fit so your corporation is properly governed at the operational and ownership levels.
When should we put one in place?
Ideally early, when relationships are good, since agreeing on transfers, exits, and dispute resolution before conflict arises is far easier than after, and it protects everyone. We flag its importance so your shareholders set terms deliberately rather than confronting a gap during a crisis.
Can File.Business help with a shareholder agreement?
We keep your corporation and cap table organized and flag the shareholder-agreement terms, transfers, buy-sell, voting, drag- and tag-along, that protect the owners, coordinating with counsel on the document, so your corporation's ownership is governed by clear terms.