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Shareholders Agreement for Close Corporation

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					This is an agreement between the shareholders of a close corporation to establish rules
and guidelines of stock ownership. This agreement defines the shareholders voting
rights, the procedure for a transfer of shares, the number of votes required to approve
an action, and which events require a mandatory transfer of shares. This agreement
can be used by the shareholders of a small business to establish a uniform and
consistent policy between the shareholders.
                            SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Names of All
Shareholders], ___________ [Instruction: Insert Name of Shareholder] (each of whom is
sometimes referred to hereinafter individually as "Shareholder" and collectively as
“Shareholders”) and ___________ [Instruction: Insert Corporation name] (“Corporation”), a
___________ [Instruction: Insert State] corporation.

WHEREAS, the Corporation was incorporated on ___________ [Instruction: Insert Filing
Date of Articles of Incorporation], and the Corporation’s Articles of Incorporation (the
“Articles”) authorized a total of authorized a total of ___________ (________)[Instruction:
Insert Amount] shares of Common Stock of ___________ Dollars ($___) [Instruction: Insert
Amount] par value (each a “Share”), which definition shall include all shares of common stock,
of Corporation, whether now or hereafter authorized or existing);

 WHEREAS, the Shareholders desire to enter into an agreement with respect to the transfer of
Shares, the management of the Corporation and the terms under which each Shareholder would
render services to the Company and certain other matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it
is agreed as follows:

1. Business of the Corporation. The Corporation shall be entitled to conduct any lawful activity
for which a corporation may be organized under the law of the State of ___________
[Instruction: Insert State]. In addition, the Corporation may engage in such other activities as
authorized in the Articles of Incorporation and as the Shareholders may mutually agree.

2. Articles and Bylaws. The Articles were filed in the office of the Secretary of State of
___________ [Instruction: Insert State] on ___________ [Instruction: Insert Date], and the
Bylaws of the Corporation were adopted on ___________ [Instruction: Insert Date]. The
Shareholders hereby assent to the Articles and the Bylaws and agree that they are the current
governing documents of the Corporation.

3. Directors. The directors of the Corporation have been, and shall continue to be, the
following persons at the following addresses, until otherwise agreed by the Shareholders:

       DIRECTOR                      ADDRESS
       ___________ [Instruction:     ___________ [Instruction: Insert Address]
       Insert Name]
       ___________ [Instruction:     ___________ [Instruction: Insert Address]
       Insert Name]
       ___________ [Instruction:     ___________ [Instruction: Insert Address]
       Insert Name]
4. Officers. The officers of the Corporation have been, and shall continue to be, the following
persons at the following addresses, until otherwise agreed by the Shareholders or the board of
directors of the Corporation:

OFFICER                      OFFICE                 ADDRESS
___________ [Instruction:    President              ___________       [Instruction:     Insert
Insert Name]                                        Address]
___________ [Instruction:    Vice President         ___________       [Instruction:     Insert
Insert Name]                                        Address]
___________ [Instruction:    Secretary              ___________       [Instruction:     Insert
Insert Name]                                        Address]
___________ [Instruction:    Treasurer              ___________       [Instruction:     Insert
Insert Name]                                        Address]

5. Shareholder Actions.

    A. Approval of Actions by Super-Majority Vote. The following actions shall require the
written approval of the holders of not less than ___________ percent (___%) [Instruction:
Insert percentage] of the outstanding Shares of the Corporation entitled to vote:

      i.    ___________ [Instruction: Insert Acts which Shareholders desire Super-
Majority, which may include, among others: Amend the Bylaws of the Corporation;
Employment of officers as set forth in this Agreement; Execution of contracts which cannot
be performed within one (1) year from the date of execution or involve extraordinary
commitments on the part of the Corporation; Change of the general type of business
activity of the Corporation; Entry into a partnership or similar business relationship]

     ii.   ___________ [Instruction: Insert Super-Majority Act]

   B. Approval of All Shareholders. The written consent of all of the Shareholders shall be
required to approve the following actions:

     i.   ___________ [Instruction: Insert Acts which Shareholders desire Unanimous
Consent, which may include, among others: Mergers or consolidations involving the
Corporation; Amendment or repeal of the Articles; Issuance of Shares of the Corporation
or other rights relating thereto; Transfer of all, or substantially all, the assets of the
Corporation; Amendment of this Agreement; Voluntary Dissolution of the Corporation]

     ii.   ___________ [Instruction: Insert Unanimous Act]

6. Contracts. The Shareholders will each endeavor to use their reasonable efforts to provide
that major contracts will be signed by at least ___________ (___) [Instruction: Insert Number]
of the Shareholders.

7. Expenses and Reimbu
				
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Description: This is an agreement between the shareholders of a close corporation to establish rules and guidelines of stock ownership. This agreement defines the shareholders voting rights, the procedure for a transfer of shares, the number of votes required to approve an action, and which events require a mandatory transfer of shares. This agreement can be used by the shareholders of a small business to establish a uniform and consistent policy between the shareholders.