Articles and agreement: two complementary instruments
Articles structure the company and are public; the shareholders’ agreement is private and governs relations between shareholders. Articles say how the company works; the agreement says what happens when shareholders no longer agree. That second point makes all the difference.
The trap of the late agreement
Drafting an agreement after the first disagreement means negotiating once interests have already diverged. Everyone defends their position, and balance becomes impossible. Drafted calmly, at incorporation, the agreement addresses scenarios no one yet imagines: departure, deadlock, entry of a third party.
What a solid agreement anticipates
- Exit and pre-emption clauses, to control who enters and leaves the capital.
- Majorities and quorums, to avoid deadlocks on key decisions.
- Mechanisms to resolve deadlock situations between shareholders.
An asset in fundraising
Clear governance and a well-drafted agreement reassure investors and speed up due diligence. Their absence, conversely, drives investors away. Preparing your governance upstream means preparing your growth.
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This article is general information and does not constitute legal advice. Each situation calls for its own analysis.