Shareholders Agreement
Customized Agreements
Shareholders Agreement
Coordinate a closely held corporation's share records, board participation, officer authority, shareholder and class voting, information rights, transfers, tag and drag rights, departures, valuation, and buy-sell procedures through four reconciled schedules.
Also called: closely held corporation agreement, shareholder buy sell agreement, share transfer restriction agreement.
What you walk away with
A clean multi-page PDF and DOCX after you finish — not a web-form dump. Preview the document before you pay.
- PDF export
- DOCX export
- E-sign included
- No subscription
Corporate authority, class rights, voting, transfer restrictions and notice, shareholder agreements, dividends, buybacks, fiduciary duties, restrictive covenants, and enforcement vary by formation state and governing records. Mandatory law and the charter control where they cannot be varied.
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When this fits
Use this document when…
- Coordinating voting and board-nomination commitments among shareholders of a private corporation
- Creating an ordered transfer process with permitted transfers, joinders, a right of first refusal, and selected tag or drag rights
- Defining death, disability, employment-departure, default, valuation, insurance, and deferred-payment buyout mechanics
- Reconciling shareholder rights with existing charter, bylaws, resolutions, class rights, and stock-ledger records
Before you start
Information you will need
- Corporation, formation record, shareholders, current charter and bylaws, prior agreements, and document priority
- Authorized classes, class rights, issued holdings, certificates or book entries, non-outstanding shares, and calculation denominators
- Board size and seats, nomination commitments, officers, authority, board and shareholder procedures, class votes, and reserved matters
- Information, reporting, budget, dividend, conflict, transfer, ROFR, tag, drag, joinder, and outside-sale terms
- Buyout triggers, buyer sequence, valuation, adjustments, insurance, funding, payment, security, closing, deadlock, and selected covenants
What you receive
- One customized Shareholders Agreement
- Schedule A shareholder-by-class capitalization ledger
- Schedule B board, officer, shareholder-vote, class-vote, and reserved-matter matrix
- Schedule C ordered transfer, ROFR, tag-along, drag-along, joinder, and closing worksheet
- Schedule D event-specific buyout, valuation, funding, payment, security, and closing worksheet
- PDF and DOCX export with electronic signature capability
Document questions
Questions about this document
What is a Shareholders Agreement?
Coordinate a closely held corporation's share records, board participation, officer authority, shareholder and class voting, information rights, transfers, tag and drag rights, departures, valuation, and buy-sell procedures through four reconciled schedules.
How do I create a Shareholders Agreement?
Coordinating voting and board-nomination commitments among shareholders of a private corporation; Creating an ordered transfer process with permitted transfers, joinders, a right of first refusal, and selected tag or drag rights; Defining death, disability, employment-departure, default, valuation, insurance, and deferred-payment buyout mechanics
What should a Shareholders Agreement include?
Corporation, formation record, shareholders, current charter and bylaws, prior agreements, and document priority; Authorized classes, class rights, issued holdings, certificates or book entries, non-outstanding shares, and calculation denominators; Board size and seats, nomination commitments, officers, authority, board and shareholder procedures, class votes, and reserved matters; Information, reporting, budget, dividend, conflict, transfer, ROFR, tag, drag, joinder, and outside-sale terms; Buyout triggers, buyer sequence, valuation, adjustments, insurance, funding, payment, security, closing, deadlock, and selected covenants
Special situations
- The agreement does not issue shares, amend a charter, adopt bylaws, elect directors, appoint officers, or complete a securities offering.
- Directors, officers, and shareholders remain separate roles; share ownership alone does not create board membership or operating authority.
- Employment termination, board removal, voting commitments, options, and ownership of issued shares receive separate treatment.
- Dividend language remains subject to charter class rights, valid board action, available funds, solvency requirements, and applicable law.
Frequently asked questions
Does this agreement issue shares or change the charter?
No. It records existing holdings and contractual commitments. Issuances, charter amendments, certificates or book-entry notices, and stock-ledger changes remain separate corporate acts.
Are directors, officers, and shareholders treated differently?
Yes. Board seats and decisions, officer appointments and delegated authority, and shareholder votes by class and voting power are recorded separately.
Can it include ROFR, tag-along, and drag-along rights?
Yes. Each selected right receives its own trigger, notice, timing, allocation, percentage, liability, and closing terms, followed by a combined consistency review.
Does ending a shareholder's employment cancel their shares?
No automatic cancellation is assumed. Employment, board service, options, voting commitments, and issued shares are addressed as distinct relationships.
Does it guarantee dividends?
No. It can set a review process or target, but a dividend remains subject to class rights, board action, available funds, solvency, and applicable law.
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Locke Direct helps structure documents and workflows. It does not replace a qualified lawyer for complex, unusual, or high-risk situations.
Last reviewed August 2, 2026.