New Jersey Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-02569BG
• Format: Word; Rich Text

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. A New Jersey Shareholders' Agreement is a legally binding contract that outlines the rights and obligations of two shareholders in a closely held corporation. This agreement is particularly important when buy-sell provisions are included, as they establish a framework for the sale or transfer of shares between the two shareholders. In New Jersey, there are several types of Shareholders' Agreements between two shareholders of a closely held corporation with buy-sell provisions. These include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to purchase the other shareholder's shares in the event of specified triggering events, such as death, disability, retirement, or voluntary departure. The agreement typically includes provisions on valuation methods, funding mechanisms, and the terms of the purchase. 2. Redemption Agreement: This agreement allows the corporation itself to repurchase the shares from the departing or deceased shareholder. The terms and conditions for the redemption, including the purchase price and payment schedule, are agreed upon in the shareholders' agreement. This type of agreement can provide a more streamlined process, as the corporation handles the buyout instead of individual shareholders. 3. Hybrid Agreement: This type of agreement combines elements of both cross-purchase and redemption agreements. It allows the remaining shareholder(s) to choose whether to buy the departing shareholder's shares or have the corporation redeem them. This flexibility offers additional options for the shareholders depending on their preferences or circumstances. Regardless of the type of agreement chosen, a New Jersey Shareholders' Agreement should cover essential provisions such as: — Ownership and voting rights: Clearly define the percentage of shares owned by each shareholder and outline the voting rights associated with those shares. This section may also address issues such as minority rights and super majority decisions. — Buy-Sell provisions: Detail the triggering events that would require the buyout of shares, including death, disability, retirement, divorce, bankruptcy, or voluntary departure. Specify the process, valuation method, and funding mechanism for the buy-sell provisions. — Non-Competition and Non-Solicitation clauses: Protect the corporation's interests by restricting shareholders from competing with the business or soliciting employees or customers upon their departure. — Dispute resolution: Establish a mechanism for resolving disputes between shareholders, such as mediation or arbitration, to avoid costly litigation. — Governance and management: Outline the decision-making processes, appoint key officers, and establish procedures for board meetings and shareholder meetings, including voting requirements and quorum. — Confidentiality and non-disclosure: Protect sensitive corporate information by including provisions that restrict shareholders from sharing proprietary data or trade secrets. It is critical to consult with legal professionals experienced in New Jersey corporate law to draft a customized shareholders' agreement that meets the specific needs and objectives of both shareholders.

A New Jersey Shareholders' Agreement is a legally binding contract that outlines the rights and obligations of two shareholders in a closely held corporation. This agreement is particularly important when buy-sell provisions are included, as they establish a framework for the sale or transfer of shares between the two shareholders. In New Jersey, there are several types of Shareholders' Agreements between two shareholders of a closely held corporation with buy-sell provisions. These include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to purchase the other shareholder's shares in the event of specified triggering events, such as death, disability, retirement, or voluntary departure. The agreement typically includes provisions on valuation methods, funding mechanisms, and the terms of the purchase. 2. Redemption Agreement: This agreement allows the corporation itself to repurchase the shares from the departing or deceased shareholder. The terms and conditions for the redemption, including the purchase price and payment schedule, are agreed upon in the shareholders' agreement. This type of agreement can provide a more streamlined process, as the corporation handles the buyout instead of individual shareholders. 3. Hybrid Agreement: This type of agreement combines elements of both cross-purchase and redemption agreements. It allows the remaining shareholder(s) to choose whether to buy the departing shareholder's shares or have the corporation redeem them. This flexibility offers additional options for the shareholders depending on their preferences or circumstances. Regardless of the type of agreement chosen, a New Jersey Shareholders' Agreement should cover essential provisions such as: — Ownership and voting rights: Clearly define the percentage of shares owned by each shareholder and outline the voting rights associated with those shares. This section may also address issues such as minority rights and super majority decisions. — Buy-Sell provisions: Detail the triggering events that would require the buyout of shares, including death, disability, retirement, divorce, bankruptcy, or voluntary departure. Specify the process, valuation method, and funding mechanism for the buy-sell provisions. — Non-Competition and Non-Solicitation clauses: Protect the corporation's interests by restricting shareholders from competing with the business or soliciting employees or customers upon their departure. — Dispute resolution: Establish a mechanism for resolving disputes between shareholders, such as mediation or arbitration, to avoid costly litigation. — Governance and management: Outline the decision-making processes, appoint key officers, and establish procedures for board meetings and shareholder meetings, including voting requirements and quorum. — Confidentiality and non-disclosure: Protect sensitive corporate information by including provisions that restrict shareholders from sharing proprietary data or trade secrets. It is critical to consult with legal professionals experienced in New Jersey corporate law to draft a customized shareholders' agreement that meets the specific needs and objectives of both shareholders.