Oklahoma Agreement of Shareholders of a Close Corporation with Management by Shareholders

• Category: Corporations - Incorporation
• State: Multi-State
• Control #: US-0178BG
• Format: Word; Rich Text

Description

A close corporation is a corporation that is exempt from a number of the formal rules usually governing corporations, because of the small number of shareholders it has. The specifics vary by state, but usually a close corporation must not be publicly traded, and must have fewer than a set number of shareholders (usually 35 or so). A close corporation can generally be run directly by the shareholders (without a formal board of directors and without a formal annual meeting). The Oklahoma Agreement of Shareholders of a Close Corporation with Management by Shareholders is a legal document that outlines the rights, responsibilities, and obligations of shareholders in a close corporation where the management is primarily composed of the shareholders themselves. This agreement is crucial for establishing a solid framework for shareholders to govern the operations of the corporation and protect their respective interests. Keywords: Oklahoma, Agreement of Shareholders, Close Corporation, Management by Shareholders, legal document, rights, responsibilities, obligations, framework, operations, interests. In Oklahoma, there are two primary types of Agreement of Shareholders for a Close Corporation with Management by Shareholders: 1. Shareholder Control Agreement: This type of agreement aims to establish the control and decision-making authority of the shareholders in managing the close corporation. It outlines the procedures for electing and removing officers and directors, establishing the roles and responsibilities of each shareholder, and determining the voting rights and procedures. 2. Buy-Sell Agreement: This agreement addresses the transfer of shares between shareholders and provides mechanisms for regulating the sale or transfer of shares when certain events occur, such as death, disability, retirement, or voluntary withdrawal from the corporation. It specifies the conditions under which shares can be sold, the valuation methods for determining the share price, and the rights of first refusal that existing shareholders may have. In a typical Oklahoma Agreement of Shareholders of a Close Corporation with Management by Shareholders, various important provisions are included to govern the corporation effectively. These provisions may cover areas such as: 1. Shareholder Meetings: Procedures for calling, conducting, and voting at general meetings, including the quorum requirements and notice periods. 2. Board of Directors: The composition, election, and removal of directors, as well as their powers, duties, and liabilities. 3. Officer Roles: Specifications of officer positions such as CEO, COO, or CFO, their appointment procedures, responsibilities, and decision-making authority. 4. Share Ownership: Stipulations on the issuance, transfer, and sale of shares, including any restrictions, rights of first refusal, or preemption rights for existing shareholders. 5. Dividends and Distributions: Guidelines on the distribution of profits, allocation of dividends, and reinvestment of earnings in the corporation. 6. Shareholder Disputes: Procedures for resolving disputes among the shareholders, including mediation, arbitration, or other alternative dispute resolution methods. 7. Dissolution or Liquidation: Processes to be followed in case of a voluntary or involuntary termination of the close corporation, including the distribution of assets and settlement of liabilities. It is important for shareholders in an Oklahoma close corporation with management by shareholders to consult with an attorney experienced in corporate law while drafting the Agreement of Shareholders. This will ensure the document accurately reflects the specific needs and circumstances of the corporation while complying with applicable state laws and regulations.

The Oklahoma Agreement of Shareholders of a Close Corporation with Management by Shareholders is a legal document that outlines the rights, responsibilities, and obligations of shareholders in a close corporation where the management is primarily composed of the shareholders themselves. This agreement is crucial for establishing a solid framework for shareholders to govern the operations of the corporation and protect their respective interests. Keywords: Oklahoma, Agreement of Shareholders, Close Corporation, Management by Shareholders, legal document, rights, responsibilities, obligations, framework, operations, interests. In Oklahoma, there are two primary types of Agreement of Shareholders for a Close Corporation with Management by Shareholders: 1. Shareholder Control Agreement: This type of agreement aims to establish the control and decision-making authority of the shareholders in managing the close corporation. It outlines the procedures for electing and removing officers and directors, establishing the roles and responsibilities of each shareholder, and determining the voting rights and procedures. 2. Buy-Sell Agreement: This agreement addresses the transfer of shares between shareholders and provides mechanisms for regulating the sale or transfer of shares when certain events occur, such as death, disability, retirement, or voluntary withdrawal from the corporation. It specifies the conditions under which shares can be sold, the valuation methods for determining the share price, and the rights of first refusal that existing shareholders may have. In a typical Oklahoma Agreement of Shareholders of a Close Corporation with Management by Shareholders, various important provisions are included to govern the corporation effectively. These provisions may cover areas such as: 1. Shareholder Meetings: Procedures for calling, conducting, and voting at general meetings, including the quorum requirements and notice periods. 2. Board of Directors: The composition, election, and removal of directors, as well as their powers, duties, and liabilities. 3. Officer Roles: Specifications of officer positions such as CEO, COO, or CFO, their appointment procedures, responsibilities, and decision-making authority. 4. Share Ownership: Stipulations on the issuance, transfer, and sale of shares, including any restrictions, rights of first refusal, or preemption rights for existing shareholders. 5. Dividends and Distributions: Guidelines on the distribution of profits, allocation of dividends, and reinvestment of earnings in the corporation. 6. Shareholder Disputes: Procedures for resolving disputes among the shareholders, including mediation, arbitration, or other alternative dispute resolution methods. 7. Dissolution or Liquidation: Processes to be followed in case of a voluntary or involuntary termination of the close corporation, including the distribution of assets and settlement of liabilities. It is important for shareholders in an Oklahoma close corporation with management by shareholders to consult with an attorney experienced in corporate law while drafting the Agreement of Shareholders. This will ensure the document accurately reflects the specific needs and circumstances of the corporation while complying with applicable state laws and regulations.