Shareholders Agreement Two Shareholders

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At a Glance

Shareholders Agreement – Two Shareholders (with Commentary)

This Shareholders Agreement – Two Shareholders is a practical, balanced template for companies with two equal or near-equal shareholders. It regulates ownership, management, director powers, share transfers, and dispute resolution.

The precedent is supported by comprehensive commentary explaining key clauses, including drag-along and tag-along rights, dispute management, and decision-making thresholds. The commentary helps solicitors and company directors understand when and how to adapt the agreement for small business or joint venture use.

What This Agreement Covers

• Operation and management of the company’s business
• Appointment, powers, and duties of directors
• Procedures for board and shareholder meetings
• Issue of new shares, dividends, and financial reporting
• Restrictions on share transfers and first right of refusal
• Buy-back events and valuation processes
• Drag-along and tag-along rights for share sales
• Confidentiality and non-compete obligations
• Deadlock and dispute resolution provisions
• Governing law and execution provisions

Why Use This Template?

• Specifically designed for two shareholders — clear, fair, and balanced
• Protects against deadlock through structured voting and mediation
• Defines management and director powers with flexibility for future changes
• Includes expert commentary for practical drafting and legal application
• Easy to edit, customise, and implement for Australian companies

Suitable For

This precedent is ideal for companies with two shareholders or co-founders who require a clear legal framework governing ownership, management, and dispute resolution, with the benefit of accompanying commentary and drafting guidance.

 

 

INCLUDES

Our most versatile and popular Shareholders Agreement  + COMMENTARY

  • Definitions and interpretation
  • Operation of the business
  • Directors and the board
  • Board meetings
  • Duties of directors
  • General meetings
  • Issue of new shares and dividends
  • Dividends
  • Transfers and restrictions on parties
  • Sale notice and first right of refusal
  • Event of buy back
  • Drag along rights
  • Tag along rights
  • Insurance
  • Loan accounts
  • Confidentiality
  • Contracts, transactions and conflict of interests

 

  • Commencement and termination
  • Independent legal advice
  • Costs and expenses
  • Amendment
  • Notices
  • Relationship of parties
  • Assignment
  • Waiver or variation of rights
  • Powers, rights and remedies
  • Consents and approvals
  • Further assurance
  • Counterparts
  • Entire agreement and understanding
  • Governing law and jurisdiction

 

This Shareholders Agreement is 15 pages long and includes gst.

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