Shareholder Agreement Template, Free Download 2026

This Shareholder Agreement (the "Agreement") is entered into as of [____________] by and among [____________], a [____________] corporation organized under the laws of the State of [____________] (the "Corporation"), and the shareholders identified on the signature pages hereto (each a "Shareholder" and collectively the "Shareholders"). This Agreement shall be binding upon and inure to the benefit of the Corporation, the Shareholders, and their respective successors, assigns, heirs, and legal representatives, subject to the transfer restrictions set forth herein.

The Shareholders collectively own [____________]% of the issued and outstanding shares of the Corporation's capital stock as of the date hereof. This Agreement is intended to govern the relationship among the Shareholders and between the Shareholders and the Corporation with respect to the ownership, management, and transfer of shares, and to supplement (but not replace) the Corporation's Articles of Incorporation and Bylaws. In the event of any conflict between this Agreement and the Articles or Bylaws, this Agreement shall control to the fullest extent permitted by applicable law.

As of the date hereof, the authorized, issued, and outstanding shares of the Corporation's capital stock, and the ownership thereof, are as set forth on Schedule A attached hereto. Each Shareholder represents and warrants that such Shareholder is the beneficial and record owner of the shares set forth opposite such Shareholder's name on Schedule A, free and clear of all liens, encumbrances, security interests, options, and restrictions, other than those imposed by applicable securities laws and this Agreement.

The Corporation shall not issue any additional shares of capital stock, options, warrants, convertible securities, or other rights to acquire shares (collectively, "New Securities") unless each Shareholder has been afforded the opportunity to purchase such Shareholder's pro rata share of the New Securities on the same terms and conditions offered to any third party or other Shareholder (the "Preemptive Right"). The Preemptive Right must be exercised within [thirty (30)] days of written notice from the Corporation specifying the material terms of the proposed issuance.

The Board of Directors of the Corporation (the "Board") shall consist of [____________] directors. Each Shareholder holding at least [____________]% of the outstanding shares shall have the right to designate [____________] director(s) to the Board. The remaining director(s) shall be [independent directors / designated by mutual agreement of the Shareholders]. Each Shareholder agrees to vote all of its shares and to take all other actions necessary to ensure the election and continued service of the designated directors.

Any Shareholder who has the right to designate a director may remove such director at any time, with or without cause, upon written notice to the Corporation and the other Shareholders, and may designate a replacement director. The Board shall not increase or decrease the number of directors without the prior written consent of Shareholders holding at least [____________]% of the outstanding shares. Each designated director shall owe fiduciary duties to the Corporation and all of its shareholders, notwithstanding the fact that such director was designated by a particular Shareholder.

The following actions shall require the affirmative vote of [a supermajority of / all] directors: (a) amendment of the Articles or Bylaws; (b) issuance of additional shares or equity securities; (c) declaration of dividends; (d) incurrence of indebtedness exceeding [$__________]; (e) entry into material contracts; (f) sale of all or substantially all assets; (g) merger, consolidation, or reorganization; (h) commencement or settlement of material litigation; and (i) any related-party transaction.

No Shareholder shall Transfer (as defined below) any shares except in compliance with this Agreement and applicable securities laws. "Transfer" means any sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, bequest, or other disposition, whether voluntary or involuntary, by operation of law or otherwise. Any purported Transfer in violation of this Agreement shall be null and void, and the Corporation shall not register any such Transfer on its books or recognize the transferee as a shareholder.

Notwithstanding the foregoing restrictions, a Shareholder may Transfer shares without the consent of the other Shareholders to: (a) a revocable living trust established solely for the benefit of such Shareholder and/or such Shareholder's immediate family members; (b) an entity wholly owned by such Shareholder; or (c) an immediate family member, provided that in each case the transferee agrees in writing to be bound by all terms of this Agreement (each, a "Permitted Transfer"). The transferring Shareholder shall provide written notice to the Corporation and the other Shareholders at least [fifteen (15)] days prior to any Permitted Transfer.

Prior to any Transfer of shares (other than a Permitted Transfer), the transferring Shareholder (the "Selling Shareholder") shall deliver a written notice (the "ROFR Notice") to the Corporation and each other Shareholder (the "Non-Selling Shareholders") specifying: (a) the number and class of shares proposed to be Transferred; (b) the identity of the proposed transferee; (c) the proposed purchase price and form of consideration; and (d) all other material terms of the proposed Transfer.

The Corporation shall have the first right to purchase all (but not less than all) of the shares specified in the ROFR Notice at the price and on the terms stated therein, exercisable by written notice to the Selling Shareholder within [thirty (30)] days of receipt of the ROFR Notice (the "Corporation ROFR Period"). If the Corporation does not exercise its right, each Non-Selling Shareholder shall have the right to purchase its pro rata share of the offered shares on the same terms within [fifteen (15)] days following the expiration of the Corporation ROFR Period. If the ROFR rights are not fully exercised, the Selling Shareholder may complete the Transfer to the proposed transferee on terms no more favorable than those set forth in the ROFR Notice, provided such Transfer is completed within [ninety (90)] days.

If a Shareholder proposes to Transfer shares representing [____________]% or more of the Corporation's outstanding shares to a third party, each Non-Selling Shareholder shall have the right (the "Tag-Along Right") to participate in such Transfer by selling a pro rata portion of its shares to the proposed transferee on the same terms and conditions. The Selling Shareholder shall include in the ROFR Notice an offer to the Non-Selling Shareholders to exercise their Tag-Along Rights. A Non-Selling Shareholder must exercise its Tag-Along Right within [fifteen (15)] days of receipt of such notice.

If Shareholders holding at least [____________]% of the outstanding shares (the "Dragging Shareholders") approve a bona fide Transfer of all outstanding shares to a third party, the Dragging Shareholders shall have the right (the "Drag-Along Right") to require all other Shareholders to Transfer their shares to the proposed transferee on the same terms and conditions. The Dragging Shareholders shall provide written notice (the "Drag-Along Notice") to the remaining Shareholders at least [thirty (30)] days prior to the proposed closing, and each remaining Shareholder shall be obligated to execute all documents and take all actions necessary to consummate the Transfer.

Dividends shall be declared and paid at the discretion of the Board, subject to the requirements of applicable law and the Corporation's Articles of Incorporation. Dividends shall be distributed to the Shareholders in proportion to their respective share ownership. The Board shall not declare or pay any dividend if, after giving effect thereto, the Corporation would be unable to pay its debts as they become due in the ordinary course of business or the Corporation's total assets would be less than the sum of its total liabilities.

If the Corporation is treated as an S corporation under IRC Section 1361, or if Shareholders are otherwise subject to pass-through taxation, the Corporation shall distribute to each Shareholder, within [ninety (90)] days after the end of each fiscal year, an amount at least equal to such Shareholder's estimated income tax liability arising from such Shareholder's allocable share of the Corporation's income (the "Tax Distribution"), calculated at the highest marginal individual tax rate applicable in the relevant jurisdictions. Tax Distributions shall be credited against subsequent dividend distributions.

During the term of this Agreement and for a period of [____________] year(s) following the date on which a Shareholder ceases to own shares (the "Restricted Period"), no Shareholder shall, directly or indirectly: (a) own, manage, operate, control, or participate in any business that competes with the Corporation within [____________] (the "Restricted Territory"); (b) solicit, divert, or take away any customer, client, or account of the Corporation; or (c) solicit, recruit, hire, or engage any employee or contractor of the Corporation.

The Shareholders acknowledge that the restrictions in this Article are reasonable in scope, duration, and geographic extent, and are necessary to protect the Corporation's legitimate business interests, including its goodwill, trade secrets, and customer relationships. If a court of competent jurisdiction determines that any restriction is unreasonable, the parties agree that the court may reform such restriction to the minimum extent necessary to make it enforceable. The Corporation shall be entitled to seek injunctive relief for any breach of this Article without the necessity of posting a bond or proving actual damages.

A "Deadlock" shall be deemed to exist if the Board or the Shareholders are unable to reach agreement on a matter requiring Board or Shareholder approval after [two (2)] consecutive duly convened meetings at which such matter is considered, or if the parties are unable to resolve a material dispute within [sixty (60)] days of written notice thereof. Upon the occurrence of a Deadlock, the Shareholders shall first attempt to resolve the matter through good-faith negotiation between their respective senior executives for a period of [thirty (30)] days.

If the Deadlock is not resolved through executive negotiation, either Shareholder may invoke the buy-sell mechanism set forth in this Section (the "Deadlock Buy-Sell"). The invoking Shareholder shall deliver a written notice (the "Deadlock Notice") to the other Shareholders specifying a price per share at which the invoking Shareholder is willing to buy all shares held by the other Shareholders or sell all of its own shares. Within [thirty (30)] days of receipt of the Deadlock Notice, the other Shareholder must elect either to sell its shares or purchase the invoking Shareholder's shares at the price specified in the Deadlock Notice.

If the other Shareholder fails to make an election within the [thirty (30)] day period, such Shareholder shall be deemed to have elected to sell its shares at the price specified in the Deadlock Notice. Closing of the Deadlock Buy-Sell transaction shall occur within [sixty (60)] days of the election or deemed election. The provisions of this Section are intended as a mechanism of last resort and shall not be invoked in bad faith or for the purpose of circumventing the governance provisions of this Agreement.

The Corporation may be voluntarily dissolved upon the affirmative vote of Shareholders holding at least [____________]% of the outstanding shares. Upon dissolution, the Corporation shall wind up its affairs, liquidate its assets in an orderly manner designed to maximize value, pay or adequately provide for all known debts and obligations, and distribute remaining assets to the Shareholders in accordance with their respective share ownership and the preferences and priorities set forth in the Articles of Incorporation.

In the event of dissolution, the Shareholders shall cooperate in the orderly winding up of the Corporation's affairs. No Shareholder shall take any action that would impair the value of the Corporation's assets during the winding-up process. The Board shall appoint a liquidating agent, who may be an officer, director, or independent third party, to oversee the dissolution, liquidation, and distribution process in accordance with applicable law and the Corporation's governing documents.

This Agreement shall be governed by and construed in accordance with the laws of the State of [____________], including the [MBCA / Delaware General Corporation Law ("DGCL")] as applicable, without regard to principles of conflict of laws. Any dispute arising under this Agreement shall be resolved in accordance with the dispute resolution procedures set forth herein, and any litigation shall be brought exclusively in the state or federal courts located in [____________] County, State of [____________].

This Agreement, together with the Articles of Incorporation and Bylaws, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument executed by the Corporation and Shareholders holding at least [____________]% of the outstanding shares. No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver or waiver of any other provision.