Partners who wish to control, manage, and structure a company’s capital over a long period of time often enter into an agreement outside the articles of association, called a “partner” (or “shareholder”) agreement. .
What is the agreement for?
In general, the purpose of a shareholders’ agreement is to ensure the protection of the collective interests of shareholders or to ensure a balance among shareholders regardless of their effective participation in capital. Thus, an agreement would make it possible, for example, to ensure an option for a partner to exit on such due date, to avoid the arrival of a third party, or even to enter office. In order to strengthen the control of management of managers in. , Above all, it is generally confidential and therefore applicable only between signatory parties. It’s about putting what you sometimes don’t want everyone to have, as opposed to the conditions available.
an agreement that the terms must be respected
Agreements are agreements concluded between certain partners outside the statute and are valid by application of the general and fundamental principle of freedom of agreement. However, like any agreement, the agreement must respect the conditions of the validity of any contract, namely: the competence of the signatories, an immaculate consent and a valid object and reason. In any case, it should obviously not be contrary to methods as you can quickly find yourself in a complicated situation.
content of treaty
The agreement includes clauses relating to management (for example: the establishment of reinforced controls over managers, reporting) to the composition of capital (eg: commitment in terms of capital growth, non-dilution, stability of capital) or exit of a shareholder, it is being specified herein that certain clauses may not be in contravention of the law and, to some extent, the law of the company, even if the purpose of the agreement is, to some extent, to accommodate the said statutes.
in case of breach of treaty
Extra-statutory agreements bind only the signatories, they are not opposed to other partners who have not followed them or to third parties. It should be noted that a breach of agreement or a clause of an extra-statutory treaty may be resolved, with respect to the defaulting participant and signatory of the agreement, in damages and, sometimes, in forced execution depending on the type in question. liability in
In addition, the parties often provide their approval by mentioning it in the treaty. In the event of a breach of a clause of the agreement, a formal notice of default is sent to the signatory, accompanied by a more or less longer period for execution. Failure to do so, the agreement is automatically terminated at his fault and if the agreement so provides, the infringing partner may be compelled to delegate his rights to the other signatories. This resolution and its approval are actually effective in the event of breach of clause relating to the management of the company, dilution clause in the event of capital appreciation or breach of commitments.