This is a clause by which the partners undertake, in the event of an offer from a third party or a shareholder to acquire 100% of the corporate shareholder’s capital, to transfer all the shares they hold under the conditions and according to the same terms as those proposed by the transferee.
This is a clause forbidding any partner, without the agreement of his co-partners, to poach any employee of the company for his own benefit or for the benefit of a company in which he has a participation and/or exercises management activities.
It is a clause by which the partners forbid themselves to participate as partners or managers in any company having an activity competing with that of the company.
This clause gives the right to any associate to request the repurchase of his shares by the company according to a certain notice and a price defined in advance according to a valuation formula.
In principle, the directors have no limitation of power in the acts they undertake in the name and on behalf of the partnership.This clause makes it possible to provide that certain acts which do not correspond to the day-to-day life of the company will have to be endorsed by all the directors or partners, or by an ad hoc committee.
This clause stipulates that no shareholder who has signed the agreement may hold more than a certain number of shares in the company, thus limiting the control of a company by the majority shareholder alone.
This clause obliges certain partners to vote in the general meeting in the same way. They must agree beforehand on the direction of their vote. It allows to ensure a majority block at the meetings.
It allows to condition the sale of a share of the shareholders to the agreement of the signatories of the shareholder agreement.
This clause allows to foresee the rules of remuneration of the managers and avoids, in case of litigation, that the partners decide not to pay any more remuneration to the manager.
The exclusivity clause allows to foresee that certain partners-managers will have to devote all their working time to the company during a certain period. It allows to ensure a balance between the contributions in cash and in working time.
The partnership agreement can include any provision that seems appropriate for the distribution of power and financial balance in the company. Thus, it is possible to insert many clauses in a partnership agreement, which is of great use in certain projects, and the drafting must be very precise if one wishes to establish a solid and effective legal act.
Moreover, while the content of the agreement remains extremely free, it is impossible to derogate from certain rules, in particular those of public order. Nor can the agreement be contrary to the rules of corporate law and the articles of association. The relationship between the latter and the agreement can sometimes be complex.
The drafting of the articles of association is sufficient to do a company registration, you are not obliged to conclude a shareholder agreement in addition to the articles of association. However, this does not mean that you should do without one, it is often prudent to draft one. In practice, it is very common in SAS.
When drafting the shareholders’ agreement, the partners must determine the duration during which this agreement will produce legal effects. In practice, it can be a:
|➤ Fixed term, i.e. the partners will set a specific date or decide on the occurrence of a certain event from which the partnership agreement will be terminated|
|➤ Indefinite duration, i.e. without a precise deadline|
Whether the duration of the partnership agreement is fixed or indefinite, the agreement remains valid from a legal point of view. However, the indefinite term involves more risks.
Since the indefinite duration of the partnership agreement is perfectly valid from a legal point of view, it can be deduced that there is no maximum duration provided for by law with regard to the partnership agreement.