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08
APR
2021

Articles Of Association And Shareholders Agreement

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I have already mentioned that it is more common to have included in the by-law than in a shareholders` pact the pre-emption scheme for the transfer of shares. The reason is that the statutes are a public document and that a potential purchaser of shares of a company would be considered an opinion on the content of the company`s statutes, as submitted to the company`s registrar, whether or not it actually verified them. Therefore, when a person buys shares in a company whose by-law contains a right of sale, that purchaser should seek proof that the procedures provided by the pre-emption statutes have been respected or that the pre-emption rights have been waived with the agreement of the required majority. If, in such circumstances, the potential purchaser acquires shares without obtaining such evidence and if the pre-purchase procedure had not been followed, the purchaser cannot acquire ownership of the action in question, as he would not be a “good-faith buyer for value”. However, if pre-emption procedures are defined in a shareholders` pact, a third-party buyer would not notice such pre-emption rights, as long as they are not included in a public document and would not be affected by the non-compliance with these pre-emption procedures. Q. How can I protect the family and other shareholders if I die? As explained above, the statutes can only hire a shareholder as a shareholder. On the other hand, shareholder agreements can be used to grant rights to shareholders and impose obligations. B, for example, the employment of a person as a director or creditor or representative. However, you have to be very careful when imposing obligations on a party as a director as part of a director`s obligations to the company.

This is taken into account in Section 9. When a number of parties meet and create a business in which they are employed, this often depends on the fact that the parties actually gain their participation through their efforts as employees in the development of the company`s activities. Very often, there are situations where a number of people come together, create a company with equal participation and spend time developing a promising business, and at some point, differences appear that lead one of the promoters to stop being employed in the company.

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