Shareholder Agreement - PDF by maxwelllegal

VIEWS: 116 PAGES: 10

Shareholder Internal Agreement

More Info
									                                 SHAREHOLDER AGREEMENT
THE LAWS OF NORTH CAROLINA SHALL GOVERN THIS AGREEMENT

THIS SHAREHOLDER AGREEMENT, dated _______ is by and between the current
owners/Shareholders of _____________________., and any future Shareholders (referred to collectively
as the ''Shareholders,'' and sometimes individually as ''Shareholder'').

BACKGROUND STATEMENT

It is the mutual desire of the Shareholders/owners of _____________. Here to operate as an S
Corporation under the laws of North Carolina for the conduction of business in ___________________.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions herein
contained, the parties hereto agree to operate a limited liability company under the laws of the State of
North Carolina, pursuant to the following terms and conditions:

ARTICLE ONE
FORMATION, NAME AND PRINCIPAL OFFICE

Section 1.1. Formation. The Shareholders hereby organize an S Corporation (the ''Company'') in
accordance with and pursuant to the Corporation Act of the State of North Carolina, which Act, as
amended from time to time, shall govern the rights and liabilities of the Shareholders except as otherwise
expressly stated in this Agreement or in the articles of incorporation of the Company.

Section 1.2. Name. The business of the Company shall be conducted under the name
__________________.

Section 1.3. Principal Office. The Shareholders shall maintain the principal office and place of
business of the Company at _____________________. The principal mailing address of the Company
shall be the same as the principal office.

Section 1.4. Addresses. The addresses of the Shareholders are as follows:

                                 _________________________
                                 _________________________
                                 _________________________

                                 _________________________
                                 _________________________
                                 _________________________

Section 1.5. Registered Office and Agent. The registered agent of the Company shall be
_____________. The registered office of the Company shall be ________________. THE
SHAREHOLDERS SHALL HAVE THE RIGHT AND AUTHORITY TO CHANGE REGISTERED AGENT AND
OFFICE ONLY AFTER ALL SHAREHOLDERS have signed a written agreement to do so and by filing such
instruments of record as may be required by law.

ARTICLE TWO
PURPOSES




                                               Page 1 of 10
The purposes of the Company shall be to perform or provide Home Health Care Services and engage in
any and all business activities related or incidental thereto, and to engage in any activity that may be
lawfully engaged in by the company.

ARTICLE THREE
DURATION OF THE COMPANY

The Company commencement on date of the filing of its articles of organization in the office of the
Secretary of State of North Carolina is the __________ and shall continue until the Shareholders decide
collectively to terminate operation, which shall be evidenced by a writing signed by all Shareholders.

ARTICLE FOUR
CAPITAL AND CONTRIBUTIONS

Section 4.1. Capital. The capital of the Company shall be the aggregate amount of the capital
contributions made to it by the Shareholders.

Section 4.2. Initial Contributions. Upon execution of this Agreement and the commencement of the
Company, the Shareholders shall make initial capital contributions to the Company, these contributions
are Set forth in the BUSINESS PLAN and OTHER AGREEMENTS attached hereto and incorporated
herein. Contributions may include cash, property, and or good will. All capital contributions other than
cash shall be valued at their fair market value as of the date of contribution.

Section 4.3. Additional Capital. Except as provided in Section 4.4 hereof, existing Shareholders shall
not be obligated to make additional capital contributions to the Company unless the Company is unable
to borrow funds on reasonable terms necessary for it to operate in its normal manner, as determined in
good faith by Shareholders owning a majority of the Profit-sharing Percentages (as hereinafter defined).
In such case, the necessary funds shall be contributed by the Shareholders pro rata based on their
respective Profit-sharing Percentages. If a Shareholder fails to make a required capital contribution within
60 DAYS after notice thereof from the other Shareholders, then the Company may pursue collection
thereof by all legal means as an obligation owing to the Company which obligations shall bear interest at
the maximum legal rate of interest from the date of written notice and shall include all costs of such
collection including legal fees.

New Shareholders shall be required to contribute capital to the company to be determined by the fair
market value of a share of the company. The capital contribute shall be evidenced by a writing signed by
new and existing Shareholders.

Section 4.4. Restoration of Negative Capital Account Balances Upon Liquidation. If a
Shareholder has a deficit balance in his capital account upon liquidation of the Company or of such
Shareholder's Company interest (after taking into account all capital account adjustments for the
Company year during which such liquidation occurs), such Shareholder shall restore the amount of such
deficit balance to the Company upon the earlier of (a) the liquidation of the Company, (b) the liquidation
of such Shareholder's company interest,

or (c) the end of the year during which the liquidation occurred, all in accordance with Treasury
Regulation § 1.704-1(b)(2)(ii)(b)(3).

Section 4.5. Loans to the Company. The amount of a loan, if any, made to the Company by a
Shareholder shall not be considered a contribution to capital of the Company nor shall the making of such
loan entitle such Shareholder to an increased share of the profits or losses to be made pursuant to the
provisions of this Agreement. All such loans shall be documented by a promissory note of the Company
and shall bear interest at the rate, and be subject to the other terms, agreed to by the lending



                                                Page 2 of 10
Shareholder and the Company.

Section 4.6. Admission of Additional Shareholders. The Company shall not issue additional shares
of stock without the written consent of all Shareholders.

ARTICLE FIVE
ACCOUNTING

Section 5.1. Books and Records. At all times during the continuation of the Company, the
Shareholders shall keep or cause to be kept true and full books of account and all other records
necessary for recording the Company's business and affairs. The books of the Company shall be
maintained on the cash (accrual if required by federal tax law) basis and in accordance with Treasury
Regulations § 1.704-1(b) et seq., as amended. SUCH BOOKS OF ACCOUNT SHALL BE MAINTAINED
AT ALL TIMES AT THE PRINCIPAL OFFICE OF THE COMPANY, AND SUCH BOOKS OF ACCOUNT AND
RECORDS SHALL BE OPEN TO THE INSPECTION AND EXAMINATION OF ANY SHAREHOLDER IN
PERSON, OR BY HIS DULY AUTHORIZED REPRESENTATIVE, AT ALL REASONABLE TIMES.

Section 5.2. Fiscal Year. The fiscal year of the Company shall be the calendar year.

Section 5.3. Annual Statements. Annual statements of the operations of the Company shall be
prepared, including a balance sheet, statement of operations, and such supporting statements as the
Shareholders deem relevant.

Section 5.4. Bank Accounts. All funds of the Company shall be deposited in an account bearing its
name. Withdrawals therefrom shall be made upon such signature or signatures as the Manager may
designate.

Section 5.5. Income Tax Returns. The Company shall provide the Sharehol
								
To top