Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-1085BG
• 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. A shareholders' agreement may contain provisions relating to any phase of the affairs of a close corporation. Statutes often provide that the agreement may, as between the parties to the agreement, alter or waive the provisions of the general corporation law except those provisions that are specifically exempt from such alteration or waiver. A shareholders' agreement may not be altered or terminated except as provided by the agreement, or by all the parties, or by operation of law. The Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a legally binding document that outlines the terms and conditions regarding the distribution of dividends among shareholders in a close corporation located in the state of Oregon. This agreement is designed to ensure fairness and clarity in the allocation of dividends, as well as to protect the rights and interests of all shareholders. The purpose of this agreement is to provide a framework for the distribution of dividends in a close corporation, which is a type of business organization with a limited number of shareholders. This agreement is particularly applicable to close corporations in Oregon, as it is tailored to comply with state laws and regulations. Key elements of the Oregon Shareholders' Agreement with Special Allocation of Dividends may include: 1. Dividend Allocation: The agreement specifies how dividends will be allocated among shareholders, whether it be based on the percentage of ownership or in a predetermined fixed ratio. This ensures a fair distribution of profits and avoids potential disputes among shareholders. 2. Dividend Payment Schedule: The agreement may outline the timing and frequency of dividend payments. It may establish regular intervals for dividend distributions, such as quarterly or annually, or allow for ad-hoc distributions based on the corporation's financial performance. 3. Preferential Dividend Rights: The agreement may grant certain shareholders preferential dividend rights, entitling them to receive a higher proportion of dividends compared to other shareholders. This provision may be based on factors such as seniority, financial contributions, or specific roles within the corporation. 4. Dividend Retention: The agreement may address circumstances in which the corporation decides to retain a portion of its profits as retained earnings instead of distributing them as dividends. This provision can ensure the corporation's financial stability and long-term growth. 5. Dissenters' Rights: The agreement may include provisions to protect the interests of dissenting shareholders who oppose the allocation of dividends. This may outline procedures for resolving disputes, such as mediation or arbitration, to ensure a fair resolution. Some types of Oregon Shareholders' Agreements with Special Allocation of Dividends among Shareholders in a Close Corporation may include: 1. Fixed Ratio Allocation Agreement: This type of agreement establishes a predetermined fixed ratio for dividend allocation among shareholders. For example, if there are three shareholders, the agreement may specify a 50%/30%/20% ratio for dividend distribution. 2. Proportional Ownership Agreement: In this type of agreement, dividends are allocated based on the proportional ownership of each shareholder in the corporation. If a shareholder owns 40% of the corporation, they will receive 40% of the total dividends distributed. 3. Preferred Shareholder Agreement: This agreement grants preferential dividend rights to certain shareholders, typically those who hold preferred shares in the corporation. Preferred shareholders may be entitled to receive dividends first, before common shareholders, at a predetermined rate or fixed amount. In conclusion, the Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a crucial document that ensures fair and transparent distribution of dividends in close corporations based in Oregon. With various types of agreements available, it is crucial for shareholders to carefully consider their specific needs and consult legal professionals to tailor an agreement that best suits their corporation's unique circumstances.

The Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a legally binding document that outlines the terms and conditions regarding the distribution of dividends among shareholders in a close corporation located in the state of Oregon. This agreement is designed to ensure fairness and clarity in the allocation of dividends, as well as to protect the rights and interests of all shareholders. The purpose of this agreement is to provide a framework for the distribution of dividends in a close corporation, which is a type of business organization with a limited number of shareholders. This agreement is particularly applicable to close corporations in Oregon, as it is tailored to comply with state laws and regulations. Key elements of the Oregon Shareholders' Agreement with Special Allocation of Dividends may include: 1. Dividend Allocation: The agreement specifies how dividends will be allocated among shareholders, whether it be based on the percentage of ownership or in a predetermined fixed ratio. This ensures a fair distribution of profits and avoids potential disputes among shareholders. 2. Dividend Payment Schedule: The agreement may outline the timing and frequency of dividend payments. It may establish regular intervals for dividend distributions, such as quarterly or annually, or allow for ad-hoc distributions based on the corporation's financial performance. 3. Preferential Dividend Rights: The agreement may grant certain shareholders preferential dividend rights, entitling them to receive a higher proportion of dividends compared to other shareholders. This provision may be based on factors such as seniority, financial contributions, or specific roles within the corporation. 4. Dividend Retention: The agreement may address circumstances in which the corporation decides to retain a portion of its profits as retained earnings instead of distributing them as dividends. This provision can ensure the corporation's financial stability and long-term growth. 5. Dissenters' Rights: The agreement may include provisions to protect the interests of dissenting shareholders who oppose the allocation of dividends. This may outline procedures for resolving disputes, such as mediation or arbitration, to ensure a fair resolution. Some types of Oregon Shareholders' Agreements with Special Allocation of Dividends among Shareholders in a Close Corporation may include: 1. Fixed Ratio Allocation Agreement: This type of agreement establishes a predetermined fixed ratio for dividend allocation among shareholders. For example, if there are three shareholders, the agreement may specify a 50%/30%/20% ratio for dividend distribution. 2. Proportional Ownership Agreement: In this type of agreement, dividends are allocated based on the proportional ownership of each shareholder in the corporation. If a shareholder owns 40% of the corporation, they will receive 40% of the total dividends distributed. 3. Preferred Shareholder Agreement: This agreement grants preferential dividend rights to certain shareholders, typically those who hold preferred shares in the corporation. Preferred shareholders may be entitled to receive dividends first, before common shareholders, at a predetermined rate or fixed amount. In conclusion, the Oregon Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a crucial document that ensures fair and transparent distribution of dividends in close corporations based in Oregon. With various types of agreements available, it is crucial for shareholders to carefully consider their specific needs and consult legal professionals to tailor an agreement that best suits their corporation's unique circumstances.