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

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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.

The Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a legally binding document that outlines the terms and conditions regarding the distribution of dividends among shareholders in a close corporation located in the state of Oregon. This agreement is designed to ensure fairness and clarity in the allocation of dividends, as well as to protect the rights and interests of all shareholders. The purpose of this agreement is to provide a framework for the distribution of dividends in a close corporation, which is a type of business organization with a limited number of shareholders. This agreement is particularly applicable to close corporations in Oregon, as it is tailored to comply with state laws and regulations. Key elements of the Oregon Shareholders' Agreement with Special Allocation of Dividends may include: 1. Dividend Allocation: The agreement specifies how dividends will be allocated among shareholders, whether it be based on the percentage of ownership or in a predetermined fixed ratio. This ensures a fair distribution of profits and avoids potential disputes among shareholders. 2. Dividend Payment Schedule: The agreement may outline the timing and frequency of dividend payments. It may establish regular intervals for dividend distributions, such as quarterly or annually, or allow for ad-hoc distributions based on the corporation's financial performance. 3. Preferential Dividend Rights: The agreement may grant certain shareholders preferential dividend rights, entitling them to receive a higher proportion of dividends compared to other shareholders. This provision may be based on factors such as seniority, financial contributions, or specific roles within the corporation. 4. Dividend Retention: The agreement may address circumstances in which the corporation decides to retain a portion of its profits as retained earnings instead of distributing them as dividends. This provision can ensure the corporation's financial stability and long-term growth. 5. Dissenters' Rights: The agreement may include provisions to protect the interests of dissenting shareholders who oppose the allocation of dividends. This may outline procedures for resolving disputes, such as mediation or arbitration, to ensure a fair resolution. Some types of Oregon Shareholders' Agreements with Special Allocation of Dividends among Shareholders in a Close Corporation may include: 1. Fixed Ratio Allocation Agreement: This type of agreement establishes a predetermined fixed ratio for dividend allocation among shareholders. For example, if there are three shareholders, the agreement may specify a 50%/30%/20% ratio for dividend distribution. 2. Proportional Ownership Agreement: In this type of agreement, dividends are allocated based on the proportional ownership of each shareholder in the corporation. If a shareholder owns 40% of the corporation, they will receive 40% of the total dividends distributed. 3. Preferred Shareholder Agreement: This agreement grants preferential dividend rights to certain shareholders, typically those who hold preferred shares in the corporation. Preferred shareholders may be entitled to receive dividends first, before common shareholders, at a predetermined rate or fixed amount. In conclusion, the Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a crucial document that ensures fair and transparent distribution of dividends in close corporations based in Oregon. With various types of agreements available, it is crucial for shareholders to carefully consider their specific needs and consult legal professionals to tailor an agreement that best suits their corporation's unique circumstances.

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FAQ

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'.

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.

A shareholder agreement, on the other hand, is optional. This document is often by and for shareholders, outlining certain rights and obligations. It can be most helpful when a corporation has a small number of active shareholders.

What happens with no shareholders' agreement? With no shareholders' agreement, both the company as a whole and individual shareholders could be exposed to unresolvable future conflict. Without an agreement to clarify the legal standpoint of each party, if a dispute occurs, a deadlock situation could occur.

(4) Dividends are payable to the shareholders in a no liability company in proportion to the number of shares held by them, irrespective of the amount paid up, or credited as paid up, on the shares.

A shareholder agreement, on the other hand, is optional. This document is often by and for shareholders, outlining certain rights and obligations. It can be most helpful when a corporation has a small number of active shareholders.

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.

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.

The Oregon Business Corporation Act includes laws and regulations for corporations doing business in the state of Oregon. By forming a corporation, the owner's personal assets aren't at risk for legal or financial issues relating to the business.

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.

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