Shareholders Agreement
Shareholders Agreement
Shareholders Agreement
Shareholders Agreement. Thus, the Civil Code provisions of Contracts apply. Particularly,
Article 1306 of the Civil Code provides that the contracting parties may establish such
stipulations, clauses, terms and conditions as they may deem convenient, provided they are
not contrary to law, morals, good customs, public order, or public policy.]
[Note: The rights and duties of shareholders that are already set forth in the Corporation
Code (i.e., pre-emptive right, right to vote, right to inspect/examine corporate records,
appraisal right) may be exercised by the shareholders even without any contractual
stipulations. Hence, the following sample Shareholders Agreement deals with a
shareholder’s right (i.e., right of first refusal) that arises only by virtue of contractual
stipulations.]
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (“Agreement”) is made and executed this ___ day of
________ 2015 in __________, Philippines, by and among:
WITNESSETH That:
WHEREAS, the Shareholders own all of the issued and outstanding shares of the Corporation
in the following proportion:
WHEREAS, the Shareholders hereto deem it to be in the best interest of the Corporation to
[PURPOSE] [Insert purpose/s of the Agreement (i.e., set forth the manner and method by
which a Shareholder may sell his/her/its shares)].
[Note: Include in the recitals or the “Whereas” clauses the circumstances leading to, and
the reasons for, the execution of the Agreement.]
1. Right of First Refusal. A Shareholder (the “Offeror”) who wants to sell all or any of
his/her/its shares must first offer the shares to the other Shareholders, under the following
terms and conditions:
a. The Offeror shall give notice of such sale to the other Shareholders, setting out the
number of shares that are offered for sale, as well as the terms and the price for the offered
shares.
b. The other Shareholders (the “Offeree/s”) shall have the right to purchase the offered
shares in proportion to the number of shares owned by them, by signifying their intent to
purchase the said offered shares within ten (10) days from receipt of the Offeror’s notice.
c. The Offeror may dispose of his/her/its offered shares to third parties only when the
Offerees fail to exercise their option.
[Insert other terms and conditions that are not contrary to law, morals, good customs,
public order, or public policy.]
3. Binding Effect. This Agreement shall be bind and inure to the benefit of the
Shareholders and their respective successors.
4. Entirety. This Agreement contains the entire agreement of the Shareholders and
supersedes all prior or contemporaneous written or oral negotiations, correspondence,
understandings and agreements, by and between the Shareholders regarding the subject
matter hereof.
6. Jurisdiction. If, under any circumstance, any dispute or controversy arising out of or
relating to or in any way connected with this Agreement shall be the subject of any court
action at law, such action shall be filed exclusively in the courts of [PLACE], excluding all
other courts and venues.
[Insert other terms and conditions that are not contrary to law, morals, good customs,
public order, or public policy.]
IN WITNESS WHEREOF, the SHAREHOLDERS have hereunto set their signatures this _____
day of _______________ 2015 at __________ City, Philippines.
[Insert names of Shareholders]
ACKNOWLEDGEMENT
BEFORE ME, a Notary Public in and for the City of [PLACE OF NOTARIAL COMMISSION] on
this _____ day of _______________ 2015 appeared the following:
known to me and to me known to be the same persons who executed the foregoing
Shareholders Agreement, and they acknowledged to me that the same is their free and
voluntary act and deed, and that of the respective entities which they represent.
IN WITNESS WHEREOF, I hereby affix my signature and notarial seal on the date and place
above-written.
NOTARY PUBLIC