Los Angeles California Acuerdo de Accionistas entre Dos Accionistas de una Sociedad Anónima Cerrada con Disposiciones de Compra-Venta - Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

• Category: Sociedades Anónimas - Acciones - Acuerdos Restrictivos - Alabama
• State: Multi-State
• County: Los Angeles
• Control #: US-02569BG
• Format: Word

Description

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partnership, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both. A buy-sell agreement is an agreement between the owners (shareholders) of a firm, defining their mutual obligations, privileges, protections, and rights. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction. Los Angeles Shareholders' Agreement Between Two Shareholders of Closely Held Corporation with Buy-Sell Provisions: A Comprehensive Guide Introduction to Los Angeles Shareholders' Agreement: A Los Angeles Shareholders' Agreement is a legally binding document that outlines the rights, responsibilities, duties, and restrictions of two shareholders in a closely held corporation based in Los Angeles, California. This agreement serves as a vital tool for establishing clear guidelines and procedures for various aspects of co-ownership, decision-making, and potential future transfers of shares. Key Terms and Provisions of a Los Angeles Shareholders' Agreement: 1. Buy-Sell Provisions: The agreement typically includes provisions that establish the mechanism and parameters for the purchase and sale of shares between the two shareholders. Buy-sell provisions often address triggering events such as death, disability, retirement, divorce, bankruptcy, disagreement, or any other circumstance that may necessitate the transfer of shares. 2. Valuation Methodology: These provisions define the methodologies for valuing the shares to ensure a fair and objective determination of the share price during a potential buyout. Common methods include fair market value, book value, or agreed-upon formulas. 3. Right of First Refusal: The agreement may grant shareholders the right to purchase the shares of the other party before selling them to any third party, ensuring existing shareholders have the opportunity to maintain their ownership percentages. 4. Drag-Along and Tag-Along Rights: These clauses stipulate that if a majority shareholder sells their shares, minority shareholders have the right to either join the sale ("tag-along") or force the sale of their own shares ("drag-along"). 5. Governance and Decision-Making: The agreement may outline how decisions are made within the corporation, including voting rights, quorum requirements, and procedures for important matters affecting the company. 6. Non-Compete and Non-Disclosure: To protect the corporation's interests, the agreement may include provisions restricting shareholders from engaging in activities that compete with the company or disclosing proprietary information. Different Types of Los Angeles Shareholders' Agreements: 1. Simple Shareholders' Agreement: This type usually focuses on essential provisions related to buy-sell arrangements, ownership percentages, dispute resolution, and basic governance matters. 2. Comprehensive Shareholders' Agreement: In addition to the provisions mentioned above, this type includes more detailed terms regarding decision-making, transfer restrictions, dispute resolution mechanisms, and additional protections for both parties. 3. Customized Shareholders' Agreement: In instances where shareholders have unique circumstances or specific requirements, a customized agreement can be tailored to address their specific needs. This allows for greater flexibility and adaptability. Conclusion: A Los Angeles Shareholders' Agreement between two shareholders of a closely held corporation with buy-sell provisions is a crucial legal document that establishes the framework for the relationship between shareholders and dictates how shares will be handled in various situations. By ensuring clear guidelines for ownership transfers, governance, and dispute resolution, this agreement provides stability and promotes a harmonious business operation in the bustling city of Los Angeles, California.

Los Angeles Shareholders' Agreement Between Two Shareholders of Closely Held Corporation with Buy-Sell Provisions: A Comprehensive Guide Introduction to Los Angeles Shareholders' Agreement: A Los Angeles Shareholders' Agreement is a legally binding document that outlines the rights, responsibilities, duties, and restrictions of two shareholders in a closely held corporation based in Los Angeles, California. This agreement serves as a vital tool for establishing clear guidelines and procedures for various aspects of co-ownership, decision-making, and potential future transfers of shares. Key Terms and Provisions of a Los Angeles Shareholders' Agreement: 1. Buy-Sell Provisions: The agreement typically includes provisions that establish the mechanism and parameters for the purchase and sale of shares between the two shareholders. Buy-sell provisions often address triggering events such as death, disability, retirement, divorce, bankruptcy, disagreement, or any other circumstance that may necessitate the transfer of shares. 2. Valuation Methodology: These provisions define the methodologies for valuing the shares to ensure a fair and objective determination of the share price during a potential buyout. Common methods include fair market value, book value, or agreed-upon formulas. 3. Right of First Refusal: The agreement may grant shareholders the right to purchase the shares of the other party before selling them to any third party, ensuring existing shareholders have the opportunity to maintain their ownership percentages. 4. Drag-Along and Tag-Along Rights: These clauses stipulate that if a majority shareholder sells their shares, minority shareholders have the right to either join the sale ("tag-along") or force the sale of their own shares ("drag-along"). 5. Governance and Decision-Making: The agreement may outline how decisions are made within the corporation, including voting rights, quorum requirements, and procedures for important matters affecting the company. 6. Non-Compete and Non-Disclosure: To protect the corporation's interests, the agreement may include provisions restricting shareholders from engaging in activities that compete with the company or disclosing proprietary information. Different Types of Los Angeles Shareholders' Agreements: 1. Simple Shareholders' Agreement: This type usually focuses on essential provisions related to buy-sell arrangements, ownership percentages, dispute resolution, and basic governance matters. 2. Comprehensive Shareholders' Agreement: In addition to the provisions mentioned above, this type includes more detailed terms regarding decision-making, transfer restrictions, dispute resolution mechanisms, and additional protections for both parties. 3. Customized Shareholders' Agreement: In instances where shareholders have unique circumstances or specific requirements, a customized agreement can be tailored to address their specific needs. This allows for greater flexibility and adaptability. Conclusion: A Los Angeles Shareholders' Agreement between two shareholders of a closely held corporation with buy-sell provisions is a crucial legal document that establishes the framework for the relationship between shareholders and dictates how shares will be handled in various situations. By ensuring clear guidelines for ownership transfers, governance, and dispute resolution, this agreement provides stability and promotes a harmonious business operation in the bustling city of Los Angeles, California.

Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.