Is it mandatory to have a shareholders agreement?
It is not mandatory to have a shareholders agreement.
A shareholders agreement is a document that includes the agreements between the founding partners of a company, in order to regulate their relations and establish the rules that will govern the operation and development of the company.
It is a private contract, which complements or modifies the bylaws, and which only binds the partners who sign it.
Although the shareholders agreement is not mandatory, according to the provisions of the law and by virtue of the principle of autonomy of will of the parties, it is highly recommended, as it offers many advantages for the proper functioning and growth of the company.
Some of these advantages are:
- It allows structuring the organization and defining the roles and responsibilities of each partner, avoiding possible confusion or duplication.
- It facilitates access to credit and capital, by offering security and confidence to investors, banks and suppliers, who can know the conditions and guarantees of the agreement.
- Avoid or minimize conflicts between partners by establishing prevention and solution mechanisms, such as extension clauses, reverse extension, orderly exit, shielding or arbitration.
- Preserves or improves the relationship between partners, by fostering understanding and cooperation, as well as respect for the rights and duties of each one.
- Protects the company’s intangible assets, such as patents, trademarks or know-how, by including confidentiality, non-competition or transfer of rights clauses.
For all these reasons, it is highly recommended that the founding partners of a company sign a partners’ agreement from the start of the activity, or failing that, as soon as possible.
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