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Vazirli& Talibzade

Corporate and M&A6-minute read

Disputes between founders: 7 clauses a shareholder agreement needs

Most two-founder companies live with a standard charter. The trouble starts when one founder wants out.

AuthorAysel GasimovaSenior associate
A hand signing a document

When two friends set up a company, they take the charter from the registry’s sample. When the company grows and one of them wants to leave, sell or step back, the sample has no answer.

The 7 clauses we write in

  • Which decisions need both shareholders to agree
  • What happens when the vote is split
  • The other shareholder’s first right to buy a share offered to an outsider
  • How the value of a share is worked out
  • Whether a shareholder may work for a competitor
  • When and how profit is paid out
  • Which court or arbitration hears a dispute

Writing the agreement when the company is set up is the cheapest way, while the founders still agree. Once a dispute starts, the same clauses take months of negotiation.

This article is general information. To have your own company’s charter reviewed, book a meeting with the corporate team.

This article is general information, not legal advice. Law and practice can change.

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