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Shareholder Agreement

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Corporation & Parties›Share Ownership & Capitalization›Vesting Schedule…

Corporation & Parties10 questions

1. What type of business entity is the company entering into this document?

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2. In which state is your corporation incorporated?

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3. What is the full legal name of your corporation?

4. What is the corporation's principal place of business address?

5. What is the corporation's date of incorporation?

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6. What date should this Shareholder Agreement take effect?

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7. How many shareholders are parties to this agreement?

8. What is the corporation's fiscal year end?

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9. List each shareholder who is a party to this agreement.

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10. Briefly describe the corporation's primary business purpose.

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Share Ownership & Capitalization8 questions

11. How many total shares is the corporation authorized to issue?

12. How many shares are currently issued and outstanding?

13. Does your corporation have more than one class of stock?

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14. What is the par value of the shares?

15. Are shares evidenced by paper certificates or held in book-entry form?

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16. Are any shares reserved for an option pool, warrants, RSUs, or future issuance?

17. What approval is required to issue new equity?

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18. What did shareholders pay for their shares (consideration)?

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Vesting Schedule1 question

19. Should founder shares be subject to a vesting schedule?

Transfer Restrictions (ROFR)1 question

20. Should shareholders be required to offer shares to existing shareholders before selling to a third party (Right of First Refusal)?

Preemptive & Anti-Dilution Rights1 question

21. Should shareholders have preemptive rights — the right to buy a pro-rata share of any NEW shares the corporation issues, to protect against dilution?

Tag-Along & Drag-Along Rights2 questions

22. Should minority shareholders have tag-along rights (co-sale rights) when a majority shareholder sells?

23. Should the majority be able to drag minority shareholders into a company sale (drag-along rights)?

Buy-Sell Provisions10 questions

24. When a shareholder's shares must be bought out, who purchases the departing shareholder's shares?

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25. Which events should trigger a mandatory buyout of a shareholder's shares?

26. How will the purchase price be determined when a buy-sell is triggered?

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27. How will the buyout purchase price be paid?

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28. Will the corporation purchase life insurance to fund the buyout of a deceased shareholder's shares?

29. Should the agreement include a spousal consent signed by each married shareholder's spouse?

30. Should buyout terms differ for "good leavers" versus "bad leavers" (departures for cause)?

31. Should the company or remaining shareholders have a call right to buy a departing shareholder's VESTED shares?

32. By when must a buyout close after the purchase price is determined?

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33. Which valuation discounts (if any) should apply when pricing a buyout?

Deadlock Resolution2 questions

34. Does this corporation have exactly two shareholders with equal (50/50) ownership?

35. How should an irresolvable deadlock between shareholders be handled?

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Board of Directors6 questions

36. How many directors will serve on the Board of Directors?

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37. Should any shareholder have the right to designate (appoint) a specific director regardless of vote?

38. How often is the Board of Directors required to meet?

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39. Who are the corporation's officers, and who appoints each?

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40. What constitutes a quorum for board meetings?

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41. Should the agreement state that owning shares does not guarantee employment or a salary?

Shareholder Voting & Reserved Decisions4 questions

42. Which decisions should require a supermajority shareholder vote (not just a board vote)?

43. What shareholder vote percentage is required for reserved (supermajority) decisions?

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44. What constitutes a quorum for shareholder meetings and written consents?

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45. Should every reserved matter use the same approval threshold, or different thresholds for different matters?

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Non-Compete & Non-Solicitation2 questions

46. Should shareholders be subject to a non-compete agreement?

47. Which non-solicitation restrictions should apply to departing shareholders?optional

Information Rights & Reporting2 questions

48. How often must the corporation provide financial reports to shareholders?

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49. What level of financial statements must be provided?

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Confidentiality & IP3 questions

50. Should shareholders be bound by confidentiality obligations?

51. Should shareholders who contribute work assign company-related IP and inventions to the corporation?

52. Must shareholders present related business opportunities to the company first?

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S-Corp Compliance1 question

53. Has this corporation made (or does it intend to make) an S-Corp tax election?

Dispute Resolution7 questions

54. How should shareholder disputes be resolved?

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55. Which state's law should govern disputes under this agreement?

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56. In which courts (forum/venue) should disputes be heard?

57. Should the prevailing party recover its attorneys' fees and costs?

58. Should the agreement include a jury-trial waiver where enforceable?

59. Are there any special provisions, unusual ownership arrangements, or specific business circumstances the agreement should address?optional

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60. I understand that shares in a closely held corporation are securities subject to federal and state securities laws

General & Execution5 questions

61. How may formal notices under this agreement be delivered?

62. What vote is required to amend this agreement?

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63. Must new shareholders sign a joinder agreeing to be bound before receiving shares?

64. May the agreement be signed in counterparts and by electronic/PDF copy?

65. Will this document be signed electronically?optional

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Required — please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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