In most countries, registering a shareholder agreement is not necessary for it to be effective. Indeed, it is the greater perceived flexibility of contract law in relation to corporate law that provides much of the rationale for shareholder agreements. In strict legal theory, the relationship between shareholders and those between shareholders and the company is governed by the company`s constitutional documents. [Citation required] However, for a relatively small number of shareholders, such as in a start-up, it is common in practice for shareholders to complete the constitutional document. There are a number of reasons why shareholders want to supplement (or take over) the company`s constitutional documents: however, this flexibility can lead to conflicts between a shareholder contract and a company`s constitutional documents. Although laws vary from country to country, most conflicts are generally resolved as follows: we recommend the Nominee Agreement if a person wants to avoid having his or her possession of certain shares made public by calling a third party, the “candidate,” who then replaces the actual owner for all the registration needs of those actions. , in the various registers of the company`s books. A shareholders` pact (sometimes called the U.S. Shareholders` Pact) (SHA) is an agreement between shareholders or members of a company.
In practice, it is analogous to a partnership agreement. It can be said that some legal systems do not properly define the concept of a shareholders` pact, regardless of the definition of the particular consequences of these agreements. There are advantages to the shareholder agreement; to be precise, it helps the company maintain the absence of advertising and maintain confidentiality. Nevertheless, some drawbacks should be taken into account, such as the limited effect on third parties (particularly assignees and stock buyers) and the change of agreed items may take time. There are also some risks associated with implementing a shareholder agreement in some countries. Please note that this Nominee agreement model is the same as that of L`OR0420 in our collection of corporate documents (see “Chapter 03 – Organization”). The Nominee agreement allows a person to avoid disclosure of their holdings by using the name of a third party who replaces the shares as the owner in all official documents. A nominee convention is a kind of statutory mandate agreement, and the intent behind such an agreement is not to be deceived, which would constitute a simulation under section 1451 of the Civil Code of Quebec. The Nominee agreement combines the elements of two agreements, namely: 1) the transfer of the shares of the seller to the nominee (in the name of the “real” shareholder) and 2) the mandate contract between the “real” shareholder and the candidate. The first agreement is public, the second is not public and has the force of law only between the two parties.
The Nominee agreement must not be entered into for fraudulent purposes or for a person to fail to meet their obligations. In case of fraud or bad faith, both agreements are cancelled. Between the parties, the mandate agreement takes precedence over the main (public) contract Any third party that is in good faith may choose to enter into one of the agreements based on its interests.