The Virginia Agreement of Shareholders of a Close Corporation with Management by Shareholders, often referred to as the Shareholders' Agreement, is a legally binding contract that outlines the rights, obligations, and commitments of shareholders who are actively involved in managing a close corporation. This agreement is specific to Virginia and is a valuable tool for shareholders to ensure a smooth operation of their business while protecting their interests and defining their roles clearly. Keywords: Virginia, Agreement of Shareholders, Close Corporation, Management by Shareholders, legally binding contract, rights, obligations, commitments, smooth operation, business, protecting interests, roles. Types of Virginia Agreement of Shareholders of a Close Corporation with Management by Shareholders: 1. Basic Shareholders' Agreement: This type of agreement covers the fundamental aspects of the relationship between shareholders who actively participate in the management of a close corporation. It outlines their respective ownership percentages, decision-making processes, and important provisions regarding buyouts, transfers of shares, and dispute resolution methods. 2. Minority Protection Shareholders' Agreement: This variation of the agreement is specifically designed to safeguard the interests of minority shareholders in a close corporation. It incorporates provisions to prevent unfair treatment, dilution of their ownership, or marginalization in decision-making processes. It may include veto rights, preemptive rights, or the appointment of an independent director to ensure fair representation. 3. Shareholders' Agreement with Profit-Sharing: In some close corporations, shareholders may agree to distribute profits among themselves based on a predetermined formula. This type of agreement outlines the profit-sharing arrangements, clarifies the methods of calculating and distributing profits, and establishes guidelines for re-investments or withholding profits for future business growth. 4. Buy-Sell Agreement: This agreement comes into play when a shareholder wants to sell their shares, or when certain predetermined events occur, such as the death, disability, retirement, or termination of a shareholder. It sets the terms and conditions for the buying and selling of shares, including the valuation method, payment terms, and any necessary restrictions. 5. Non-Compete Shareholders' Agreement: If shareholders have concerns about competition from one another or the potential misuse of confidential information, a non-compete agreement can be included in the shareholder agreement. This restricts shareholders from engaging in business activities that may harm the close corporation or compete directly with its operations for a certain period of time. It's important to note that the specific terms and conditions of these agreements may vary depending on the shareholders' preferences, the nature of the close corporation, and the objectives of the shareholders involved. Seeking legal advice to tailor the agreement to the corporation's unique needs is highly recommended.
Virginia Agreement of Shareholders of a Close Corporation with Management by Shareholders
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§ 13.1-743. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Commission for filing articles of dissolution setting forth: 1. The name of the corporation; 2.
Any corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any ...
Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in ance with the bylaws, except that a corporation registered under the federal Investment Company Act of 1940 is not ...
If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence.
Restriction on transfer of shares and other securities. A. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation.
A shareholder agreement is an arrangement that defines the relationship between shareholders and the company. The agreement safeguards the rights and obligations of the majority and minority shareholders, and it ensures all shareholders are treated fairly.
A. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.