Missouri Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation

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Multi-State
Control #:
US-1085BG
Format:
Word; 
Rich Text
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Description

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. A shareholders' agreement may contain provisions relating to any phase of the affairs of a close corporation. Statutes often provide that the agreement may, as between the parties to the agreement, alter or waive the provisions of the general corporation law except those provisions that are specifically exempt from such alteration or waiver. A shareholders' agreement may not be altered or terminated except as provided by the agreement, or by all the parties, or by operation of law.
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  • Preview Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation
  • Preview Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation
  • Preview Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation

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FAQ

What Is a Shareholder? A shareholder, also referred to as a stockholder, is a person, company, or institution that owns at least one share of a company's stock, known as equity. Because shareholders essentially own the company, they reap the benefits of a business's success.

A shareholders' agreement (SHA) is a contract between a company's shareholders and often the company itself. A SHA specifies shareholders' rights and obligations, regulates the management of the company, ownership of shares, privileges, voting and various protective provisions for shareholders.

A CC has no share capital and therefore no shareholders. The owners of a CC are the members of the CC. Members have a membership interest in the CC. Members' interest is expressed as a percentage.

Obviously, a shareholder agreement is not necessary in a one-person corporation. However, consider entering into a shareholder agreement if you have more than one shareholder or when you want to bring in other investors as your business grows.

In addition to articles of organization, Missouri statute requires all limited liability companies to have an operating agreement.

A Missouri registered agent is required by law for every formal business in the state of Missouri. A registered agent receives all official paperwork from the State of Missouri, they also receive any service of process a business may be served in a lawsuit.

Closed corporations are companies with a small number of shareholders that are held by managers, owners, and even families. These companies are not publicly traded and the general public cannot readily invest in them.

The owners of a corporation are shareholders (also known as stockholders) who obtain interest in the business by purchasing shares of stock. Shareholders elect a board of directors, who are responsible for managing the corporation.

Since a shareholders' agreement establishes the relationship between the shareholders, without one, you are exposing both shareholders and the company to potential future conflict. This is particularly true in situations where the voting shares in a company are held equally (50% each) by just two people or companies.

As a shareholder, you own part of a company in relation to the proportion of shares you hold. A company can have just one shareholder or many shareholders. Each one is entitled to receive a portion of profits in relation to the number and value of their shares. Shareholders are commonly referred to as 'members'.

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Missouri Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation