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Shareholder Agreement

THIS SHAREHOLDER's AGREEMENT (this “AGREEMENT), dated as of


___________, 20__, is made by and between the persons listed in Exhibit A (collectively,
“SHAREHOLDERS”) who are shareholders of [NAME of CORP] ("CORPORATION"), a
corporation to be established under the laws of the Republic of the Philippines.

Witnesseth:

WHEREAS, all of the issued shares and outstanding stock of the Corporation are owned
in the following shares of stock with its respective percentages:

[NAME] [No. of Shares] [Percentage]


[NAME] [No. of Shares] [Percentage]
[NAME] [No. of Shares] [Percentage]
[NAME] [No. of Shares] [Percentage]
[NAME] [No. of Shares] [Percentage]

WHEREAS, the SHAREHOLDERS hereto deem it to be in the best interest of the


Corporation to act together concerning the management of the Corporation as well as to make
provision for the contingency of the death or disability of any SHAREHOLDER and to set forth
the manner and method by which a SHAREHOLDER may sell his stock during his lifetime.

NOW, THEREFORE, it is mutually agreed as follows:

A. MANAGEMENT AND OPERATION OF THE CORPORATION


1. Directors and Officers. For the duration and term of this AGREEMENT, the
SHAREHOLDERs will elect and continue in office as Directors of the Corporation the
following:

As Directors:
[NAME]
[NAME]

As Officers:
[NAME] - President; and
[NAME]- Vice President.

2. Voting. All decisions within the ordinary course of business shall be made by the
unanimous consent of both the President and the Vice President, who shall have equal say
in the management of the ordinary course of business of the CORPORATION.

3. Employment of Officers. The President and Vice President, through their respective
consulting firms as applicable, agree to for the CORPORATION.

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Neither party shall be permitted to own an interest in, operate, join, control, participate in
directly or indirectly, or be connected as an officer, employee, agent, independent
contractor, partner, stockholder or principal of or in any corporation, partnership, firm,
association, person or other entity soliciting orders for, selling, distributing or otherwise
marketing products, goods, equipment and/or services which directly or indirectly
compete with the business of the CORPORATION, without the express written consent
of the other, which consent shall not be unreasonably withheld.

Both parties shall provide such services to the operation of the CORPORATION and
Corporate business as shall be deemed proper and necessary, including keeping each
other informed of all letters, accounts, writings and other information which shall come
to their attention concerning the business of the CORPORATION.

Both parties shall keep or cause to be kept full records of each transaction of the
CORPORATION and shall maintain such records at the principal office of the
CORPORATION at [ADDRESS]. Said records shall be open for inspection and
examination by each of them, or their duly authorized representative, at all reasonable
times.

Notwithstanding the foregoing, each of the Officers above named agree to be employed
by the CORPORATION and the CORPORATION agrees to employ them under the
following terms and conditions:
a) The employment of each such Officer shall continue so long as he is a
SHAREHOLDER of the CORPORATION.
b) In the event any Officer terminates his employment with the CORPORATION or
it is determined to have breached the terms of his employment as stipulated in his
contract, by committing acts constituting just cause to terminate such employment
or by participating, either directly or indirectly, in another business competitive
with the business of the CORPORATION, then either of any such occurrences
shall be deemed an offer to sell all of the shares that such Officer owns in the
CORPORATION at the price, terms and conditions set forth in this Agreement.

B. DISABILITY OR DEATH OF SHAREHOLDERS


1. Disability. In the event any of the officers are unable to perform the normal duties of his
designated employment due to physical or mental disability, then the following shall apply:
a) During the first three hundred sixty five (365) consecutive days of such disability the
CORPORATION shall pay to the disabled SHAREHOLDER such salary and
compensation as was then being paid to the disabled SHAREHOLDER prior to the
onset of disability.
b) After three hundred sixty five (365) consecutive days of disability, no further
compensation or salary shall be paid to the disabled SHAREHOLDER.

2. Death Of A Shareholder. In the event of the death of a SHAREHOLDER, the legal


representative of his Estate shall be required to sell all of decedent's shares of stock of the

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CORPORATION and he shall be deemed to have offered all of said shares to the
CORPORATION and surviving SHAREHOLDER.
a) Acceptance. The CORPORATION shall be deemed to have accepted the offer to
purchase as many shares as it may legally or financially purchase. In the event the
CORPORATION is unable to legally or financially purchase all of such shares, the
surviving SHAREHOLDER/s shall purchase those shares which the CORPORATION
cannot legally or financially purchase.
b) Purchase Price. The purchase price of a deceased SHAREHOLDER'S stock shall be
determined by the SHAREHOLDERs in writing within six (6) months from death. If
no such written determination has been agreed upon within six (6) months from date
of death, then the price shall be fixed at by an independent appraiser mutually
appointed by the SHAREHOLDERS.
c) In the event the CORPORATION is not legally or financially able to purchase all or
part of said shares and the surviving SHAREHOLDER fails or refuses to purchase all
or the balance of such shares as hereinabove provided, and such failure or refusal
continues for a period of thirty (30) days after written notice by the personal
representative of the deceased SHAREHOLDER to the CORPORATION and
surviving SHAREHOLDERs, the parties do hereby agree that the heirs of the
decedent SHAREHOLDER may sell his shares to other entity/ies or individuals who
are not SHAREHOLDERs in accordance with the CORPORATION's articles of
incorporation and this AGREEMENT.

C. INDEMNITY TO EACH SHAREHOLDER.


In the event any SHAREHOLDER is held personally liable for any liability of the
CORPORATION, provided there is no gross negligence or malice imputed on such
SHAREHOLDER, then the other SHAREHOLDERs shall indemnify him of any such personal
liability in proportion to the SHAREHOLDERs' respective percentage ownership.

D. RESTRICTION ON SALE OF SHARES.


a) Following the restriction found in the Articles of Incorporation of CORPORATION, no
transfer of stock in favor of parties other than existing stockholders shall be registered in
the books of the CORPORATION unless the same is first tendered to the
CORPORATION or other existing stockholders under the same terms and conditions and
that the same offer shall be effective for a period not exceeding thirty (30) days from such
tender.
b) Restrictions upon the sale, assignment or disposition of a stockholder's shares of stock in
the Corporation shall extend to any direct or indirect transfer including, without
limitation: an involuntary transfer, such as a transfer pursuant to a foreclosure sale, a
transfer resulting by operation of laws, and donation, but not by way of hereditary
succession or inheritance.
c) The share transfer restrictions in these Articles and the By Laws shall not apply if the
sale, assignment, or disposition of the shares of stock shall be in favor of his legitimate
spouse, legitimate or illegitimate children or parents, in case of a natural person; or in
favor of the successor-in-interest of a stockholder which is a juridical entity pursuant to a
merger or consolidation. These share transfer restrictions shall also not apply to shares

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issued in favor of any person pursuant to the Corporation's duly approved stock option
plan.

E. ACTION IN VIOLATION OF THIS AGREEMENT.


In the event the shares of any SHAREHOLDER are transferred or disposed of in any manner
without complying with the provisions of this Agreement, or if such shares are taken in execution
or sold in any voluntary or involuntary legal proceeding, execution sale, bankruptcy, insolvency
or in any other manner, the CORPORATION and any of the SHAREHOLDERs, in proportion to
their respective shareholdings, shall, upon actual notice thereof, in addition to their rights and
remedies under this Agreement, be entitled to purchase such shares from the transferee thereof,
under the same terms and conditions set forth in this Agreement as if the transferee had offered to
sell such shares, but in no event shall the purchase price exceed the amount paid for the said
shares by the transferee if such shares were acquired by the transferee for consideration. The
CORPORATION may, at its option, refuse to transfer on its books and records any shares
transferred in violation of this Agreement.

F. MISCELLANEOUS.
1. Notices. Any notices required hereunder shall be sent to the SHAREHOLDERs by
personal service or by certified or registered mail, return receipt requested, at the address
set forth for such parties, respectively, on Exhibit A of this AGREEMENT. By giving
written notice to the CORPORATION and each SHAREHOLDER, the parties and their
respective successors and assigns shall have the right from time to time and at any time
during the term of the Agreement to change their respective addresses and each shall have
the right to specify as its address any other address within the Philippines. No transferee
of any interest of any SHAREHOLDER shall be entitled to receive a notice independent
of the notice sent to the SHAREHOLDER making such transfer.

2. Applicable to Successors. The Agreement and each provision herein shall be binding
upon and applicable to, and shall inure to the benefit of, the parties and their respective
heirs, legatees, devisees, successors, assigns and legal representatives, except as
otherwise expressly provided herein

3. Waiver. No consent or waiver, express or implied, by any party of the breach or


default by any other party or parties in the performance by any such party or parties of its
or their obligation hereunder shall be deemed or construed to be a consent to or waiver of
any other breach of default in the performance of such other or others of the same or any
other obligations of such other or others hereunder. Failure on the part of any party to
complain of any act of any of the other parties or to declare any of the other parties in
default, irrespective of how long such failure continues, shall not constitute a waiver by
such party of its rights hereunder.

4. Severability. If any provision of the Agreement or its application to any Person or


circumstance shall be invalid or unenforceable to any extent, the remainder of the
Agreement and the application of such provisions to other Persons or circumstances shall
not be affected thereby and shall be enforced to the greatest extent permitted by law.

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5. Amendment. The Agreement may be amended only with the written consent of all
SHAREHOLDERS.

6. Counterparts. The Agreement may be signed in a number of counterparts, each of


which shall be an original for all purposes, but all of which taken together shall constitute
only one agreement. The production of any executed counterpart of the Agreement shall
be sufficient for all purposes without producing or accounting for the other counterparts.

7. Settlement of Disputes and Arbitration. (a) Any disputes arising between the Parties
hereto in respect of the interpretation of this Agreement and the performance of
obligations hereunder shall be settled amicably by mutual consultations as far as
practicable.

(b) All claims, disputes, and controversies arising out of or in relation to the performance,
interpretation, application, or enforcement of this Agreement, including but not limited to
the breach thereof, shall be referred to mediation before, and as a condition precedent to,
the initiation of any adjudicative action or proceeding. The Parties agree to participate in
the mediation in accordance with the mediation procedures of The Republic of the
Philippines. Parties agree to share equally in the costs of the mediation.

(c) All disputes not settled via Mediation or via good faith negotiations, as set out above
shall be submitted to binding Arbitration under the rules of the applicable governing body
of the Republic of the Philippines, with all expenses of Arbitration to be borne equally by
the Parties in advance of the arbitration. In so agreeing, the Parties agree that the award of
the arbitrator shall be final and binding upon them as though rendered by a court of law
and enforceable in any court having jurisdiction over the same.

8. Governing Law, Jurisdiction and Venue. The Agreement shall be subject to, and
governed by, the laws of the Republic of the Philippines. Any dispute arising out of or in
any way connected with this AGREEMENT shall be submitted to the jurisdiction and
venue of the courts in Batangas, Philippines, to the exclusion of all others.

9. Entire Agreement. The agreements and representations in this AGREEMENT


including all exhibits herein referenced, contain all of the agreements and representations
of the parties, and it is expressly provided that the SHAREHOLDERS shall not be liable
for any claim that may hereafter be made alleging any verbal agreement by and between
the parties and the SHAREHOLDERS, or any SHAREHOLDERS's agents, employees or
associates.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the
date and at the place first above set forth.

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______________________
[NAME]

and

________________________
[NAME]

and

________________________
[NAME]

and

________________________
[NAME]

and

____________________________
[NAME]

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Exhibit A
SHAREHOLDERS

Name Address
1.
2.
3.
4.
5.

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ACKNOWLEDGMENT
Republic of the Philippines)
Taguig City ) SS

Before me, a notary public in and for _____________ Philippines, this ____ day of
_________ 20__ personally appeared:
Name ID
1.
2.
3.
4.
5.

all known to me and to me known to be the same persons who executed the foregoing_________
__________________and they acknowledged to me that the same is their free and voluntary act
and deed.

In testimony Whereof, I hereunto set my hand and affixed my notarial seal on the date
and place first above written.

NOTARY PUBLIC

Doc. No. ______


Page No. ______
Book No. ______
Series of 20__

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