shareholders agreement template south africa

shareholders agreement template south africa

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. The dividends shall be equal to such percentage of the amounts available in law, received by the company by way of income (including dividends or like payments received but excluding any amounts which are capital in nature). (a)          Authorised R __________ divided into _________ Shares. Sample Shareholder Agreement. All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common.Under the Corporations Act 2001 a Company Constitution is compulsory, while a Shareholders Agreement … 9.2. WHAT IS OUR TEMPLATE SHAREHOLDERS AGREEMENT? Where an expression has been defined and such definition contains a provision conferring rights or imposing obligations on any Party, effect shall be given to that provision as if it were a substantive provision contained in the body of this Agreement. 6.5. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. Agreement Sample – find free legal agreement contract & form samples with this user-generated fun search engine and index. 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 … 7.3. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks are open for normal banking business in Bhopal. You can also see Join Venture Agreement Template. Shareholder Resolution Template Uk. 8.4. 1.8. (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]. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. The parties shall use their best endeavours to ensure that the arbitration is concluded and a decision handed down within 30 (thirty) days after the arbitration has been demanded. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. 9.1. (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). Easy to download and printable, the shareholder templates are available in Word, PDF and Excel formats. Shareholders Agreement Template South Africa Posted by:Admin A shareholder pact can be prepared at reasonable prices and will save a considerable amount of legal fees and litigation on the line. h�bbd```b``���@$S�d��H�E �9,�"���u �U��ٌ`�LF���l Y�$�n��-G@dZ HDd���ـ������F��~w 0 ��c The arbitrator shall be appointed by/and in accordance with __________________. The arbitration will be held in ____________. View all Shareholders Agreement documents » ... - Hire Terms and Conditions Template. The board of directors shall consist of _____ directors. 10.1. 1959 0 obj <>stream Should no acceptance notice be received prior to the expiry of the Acceptance Date the Offerees' right to acquire the Offeror's Shares in terms of the Offer Notice shall ipso facto lapse and be of no further force or effect whatsoever and the Offeror may sell his shares to third parties. 13.2. These agreements do just that, covering a large range of matters, simply and logically. Governing Law and Jurisdiction. 1.10. Binding Effect. 10.4. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. Each Shareholder … 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. 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. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . Directorate. 12.2. No professional relationship is implied or otherwise established by reading this document. 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. The shareholders shall procure that the company shall, in respect of each of its financial years, pay dividends. 4.1. The Company will endeavour to obtain whatever additional working capital it may require from time to time from its own resources and/or from external or other banking sources. Severability. 13.3. With this in mind, here are six points that you and your shareholders need to discuss while working out the shareholders agreement. The managing director's duties shall include the signature of all instruments and documents relating to the day-to-day activities of the Company or the delegation of such authority in a manner which ensures its continuance to the satisfaction of the board, and the exercise of powers expressly conferred upon him by the board. Copyright © 2010. This Agreement records the provisions, terms and conditions which will govern the amendment of the Memorandum and Articles of Association of the Company so as to bring them into conformity with the provisions of this Agreement. Sample business partnership agreements. 8.5. 1919 0 obj <> endobj ... Free Partnership Agreement Template South Africa 8uexa Awesome Business Partnership Agreement Template Free South Africa. 12.5. Neither Party may assign, sell, license, grant, dispose or otherwise transfer any of its rights and obligations under this Agreement, or any part thereof, without the prior written consent of the other Party. The Shareholders Agreement is a vital document and it must cover all the important bases. Because they set out the rights of one shareholder against another, both majority and minority owners will want comprehensive agreements to protect their interests and investment in the company. Each party shall bear its own costs incidental to the negotiation, preparation, conclusion and implementation of this Agreement. A Shareholders Agreement is setup to protect the shareholders of a Company. This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the Shareholders present shall, subject to the provisions of the Act, be a quorum. This Agreement represent and constitute the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to its subject matter. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. 7.5. The power to declare dividends or make other payments to shareholders shall vest in the shareholders. Each of the Offerees shall be entitled to take up such proportion of the Offeror's Shares as is in proportion to such Offeree's shareholding in the Company at the time. Each director shall be entitled to appoint (or remove or replace, if it so desires) an alternate director. 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 … ie. The shareholders shall declare the dividends and procure that payment shall be made within 30 (thirty) days after the annual financial statements of the company. 1.13. The board of directors shall consist of _____ directors. Size: 114.3 KB . On the 3rd (third) business day succeeding that upon which it received the Acceptance Notice (the "Closing Date"), the Offeror shall deliver to the auditors of the company the share certificates relating to the shares, together with transfer forms (in blank as to transferee) duly signed by the registered holders thereof and currently dated, a written cession of the Claims (in blank as to transferee) duly signed by the Offeror and currently dated, and the written resignation of all of the Offeror's nominees as directors of the Company. SHAREHOLDER 1: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 2. 1.11. 6.4. If you need something specific included in your Shareholders Agreement, … 2.1. Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax or email. 11.3. Should the condition not be fulfilled by __________, then and in such event this Agreement shall be and become null and void and the parties shall be obliged to restore each other, as reciprocal obligations, as near as possible to the status quo ante as at the Effective Date. The Parties shall use their best endeavours to procure the fulfilment of the Conditions as soon as possible after the Effective Date. 1.7. The headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. Dispute Resolution. The Initiating Shareholder may also make an offer to the other Shareholders as a group, and the other Shareholders will either come to an agreement among themselves to buy the Initiating Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating Shareholder, and the procedure in this Shot Gun Provision will apply. A Contractzone we provide our clients with much more than just a Shareholders Agreement template. 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. 6.8. Each Shareholder undertakes (to the extent that it has not already done so) to lend and advance to the Company an amount of R_______ forthwith after the Effective Date. The chairman shall not have a casting vote at meetings of the board in case of quality of votes. 12.8. The provisions of the Arbitration Act, 1965 shall apply to this arbitration. No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. 24 posts related to Shareholder Resolution Template South Africa. Shareholder Agreement Template South Africa. 9.7. All and any amounts lent and advanced to the Company shall be credited to the respective Shareholder in the financial records of the Company. 9.1. 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. Source: Ooreenkoms - South Africa Agreements. Each shareholder undertakes to guarantee, jointly, the obligations of the Company to third parties as shall be necessary to enable the company to conduct its business from time to time and hereby indemnify each other pro-rata to their respective shareholdings in the Company. 1. For those setting up a business in South Africa it is important to consider the merits of whether or not you require a shareholders agreement. 2.3. No resolution of the Board shall be valid unless it is passed by at least ___% (________ percent) of the number of votes represented and available to be cast at the relevant board meeting. (b)          Issued R __________ divided into _________ Shares and held as follows: ___________                                   ______ shares                   ______%. ______ % Arbitration Act, 1965 shall apply to this Arbitration to create professional legal documents minutes... 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