The clauses to be included in a shareholders` agreement depend on the specific context in which this document is drawn up; Nevertheless, the main clauses are divided by group: we are sometimes asked whether the founders should establish a “shareholder contract” at the time of their creation. People have different practices, but in my experience, most companies do not use a shareholders` agreement at the time of their creation. A shareholders` agreement is important because it allows you to anticipate certain aspects that may have a negative impact on the progress or growth of the company. While it is true that a shareholders` agreement alone will not prevent a problem, it will determine how to solve that problem and what steps need to be taken to resolve it. A joint venture is a cooperative enterprise, a company agreement or a partnership entered into by two or more commercial entities for the purposes of a project or other activity. The reason for a joint venture is usually the completion of a particular project. And now, the part you`ve all been waiting for is how to divide the equity between the co-founders. While it may be easy to simply consider that the distribution of equity among co-founders is the right path, as soon as you take care of who brings what to the company, you will find that “the same share” does not lead to a “fair share”. Ask Dan Shapiro, CEO of Glowforge and mentor of the Founder Institute. In his GeekWire article “The only wrong answer is 50/50: Calculating the co-founder`s equity fraction,” Dan postulates that the share of the stock should be calculated from the founder`s value. Here`s what Dan has to say for determining how much equity each founder contributes: At this point, the startup would normally have some time of existence, so a shareholders` agreement may have the same goals as those mentioned above and others, such as when a new founder joins the company or supports the company at an early stage. At this point, two things can happen: often, founders do not want to address such critical topics at the time of setting up a startup for reasons of time and money. Instead, they are ready to have the existing law and organization of these problems controlled.
The problem with this approach is that the law and the company`s organizational documents may not cover all these issues or address them in a way that is satisfactory to the founders. Founders should agree at an early stage on these concerns; Then, if there is a problem, there is a clear way to deal with it. While company organization documents and contracts for the sale of founding shares may address some of these issues, founders should think carefully about whether to use an additional shareholder agreement to address issues that are not already addressed in these other documents. . . .