Washington Agreement of Shareholders of a Close Corporation with Management by Shareholders

State:
Multi-State
Control #:
US-0178BG
Format:
Word; 
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Description

A close corporation is a corporation that is exempt from a number of the formal rules usually governing corporations, because of the small number of shareholders it has. The specifics vary by state, but usually a close corporation must not be publicly traded, and must have fewer than a set number of shareholders (usually 35 or so). A close corporation can generally be run directly by the shareholders (without a formal board of directors and without a formal annual meeting).
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FAQ

A general shareholder agreement is an agreement between two or more shareholders which sets out additional rights and protections for the shareholders, including voting rights, restrictions on the transfer of shares and protection for minority shareholders.

General and unanimous agreements are the two types of shareholders' agreements. The main contents of the agreement include sections related to the introduction of the parties, definition, business details, board of directors information, shareholders' undertaking, restrictions, termination clauses, etc.

A general shareholders agreement is treated as a commercial contract between the parties and is subject to a corporation's articles and by-laws, together with applicable statutes. They typically deal with a wide variety of issues and there is no statutory requirement for the content that they contain.

WHO SHOULD SIGN THE SHAREHOLDERS AGREEMENT? The shareholders agreement should be signed or executed by the company and each shareholder. Remember the legal requirements for a company and an individual to sign documents is different, so make sure that you review the execution blocks correctly and sign the right one!

Shareholders are not required to enter into a shareholders' agreement but, where there are 2 or more shareholders, it is good practice for the shareholders to put one in place.

Mistake 1: Not having a Shareholders Agreement in place. Mistake 2: Not outlining how transfer, ownership or dissolution of shares will be handled. Mistake 3: Not outlining what each party is responsible for. Mistake 4: Not outlining how voting will take place and how issues will be resolved.

A shareholders' agreement is a contract that regulates the relationship between the shareholders and the corporation. The agreement will detail what models or forms which the corporation should run and outline and the basic rights and obligations of the shareholders.

A shareholder agreement is an arrangement that defines the relationship between shareholders and the company. The agreement safeguards the rights and obligations of the majority and minority shareholders, and it ensures all shareholders are treated fairly.

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Washington Agreement of Shareholders of a Close Corporation with Management by Shareholders