SHAREHOLDER AGREEMENT
Date: [DATE]
Between:
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[SHAREHOLDER 1 NAME], [nationality], passport/ID no. [NUMBER], domiciled at [ADDRESS] (hereinafter "Shareholder 1")
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[SHAREHOLDER 2 NAME], [nationality], [passport/ID or registration number], with registered office at [ADDRESS] (hereinafter "Shareholder 2")
(collectively referred to as the "Shareholders" and individually as a "Shareholder")
Regarding: [COMPANY NAME] SRL, registered at the Trade Register under no. [J__//], fiscal code (CUI) [NUMBER], with registered office at [ADDRESS], Romania (hereinafter the "Company")
RECITALS
WHEREAS, the Shareholders are the sole shareholders of the Company, holding the following participation:
- Shareholder 1: [__]% of the share capital
- Shareholder 2: [__]% of the share capital
WHEREAS, the Shareholders wish to regulate their relationship and the management of the Company beyond the provisions of the Articles of Association;
NOW, THEREFORE, the Shareholders agree as follows:
ARTICLE 1 — PURPOSE AND SCOPE
1.1. This Agreement governs the rights and obligations of the Shareholders regarding the Company, supplementing the Articles of Association.
1.2. In case of conflict between this Agreement and the Articles of Association, the Shareholders shall amend the Articles of Association to conform with this Agreement.
ARTICLE 2 — SHARE CAPITAL AND CONTRIBUTIONS
2.1. The share capital of the Company is [AMOUNT] RON, divided into [NUMBER] equal shares of [VALUE] RON each.
2.2. Additional capital contributions shall require the unanimous consent of all Shareholders.
2.3. Shareholder loans to the Company shall be documented in separate loan agreements and shall bear interest at [__]% per annum.
ARTICLE 3 — MANAGEMENT AND DECISION-MAKING
3.1. The Company shall be managed by [NUMBER] administrator(s), appointed by the General Assembly of Shareholders.
3.2. Ordinary decisions require a majority of [__]% of votes.
3.3. Reserved matters require unanimous consent of all Shareholders: a) Amendments to the Articles of Association b) Changes to share capital c) Appointment or removal of administrators d) Transactions exceeding [AMOUNT] EUR in value e) Entry into loan agreements exceeding [AMOUNT] EUR f) Acquisition or disposal of real estate g) Commencement of litigation exceeding [AMOUNT] EUR h) Approval of the annual business plan and budget i) Any merger, division, or dissolution of the Company
3.4. General Assembly meetings shall be convened with at least [15] days' written notice.
ARTICLE 4 — PROFIT DISTRIBUTION
4.1. Net profits shall be distributed as dividends in proportion to each Shareholder's participation, unless the Shareholders unanimously decide otherwise.
4.2. A minimum of [__]% of net profits shall be distributed as dividends annually, unless reinvestment is unanimously approved.
4.3. Dividends shall be paid within [30] days of the General Assembly's approval of the annual financial statements.
ARTICLE 5 — TRANSFER OF SHARES
5.1. Right of First Refusal: Any Shareholder wishing to transfer shares (the "Selling Shareholder") shall first offer them to the other Shareholders at the proposed price and conditions.
5.2. The remaining Shareholders shall have [30] days to accept the offer. If not accepted, the Selling Shareholder may transfer the shares to a third party at the same or higher price.
5.3. Tag-Along Right: If a Shareholder receives an offer for more than [50]% of the shares, the other Shareholders shall have the right to sell their shares on the same terms.
5.4. Drag-Along Right: If Shareholders holding more than [75]% of shares agree to sell to a third party, they may require the remaining Shareholders to sell on the same terms.
5.5. Lock-Up Period: No Shareholder may transfer shares during the first [24] months from the date of this Agreement without the written consent of all other Shareholders.
ARTICLE 6 — NON-COMPETE AND CONFIDENTIALITY
6.1. During their participation and for [24] months thereafter, no Shareholder shall directly or indirectly engage in activities competitive with the Company within [Romania / the EU].
6.2. All information regarding the Company's business, finances, clients, and strategy shall be treated as confidential for a period of [5] years after disclosure.
ARTICLE 7 — DEADLOCK RESOLUTION
7.1. In case of deadlock on a Reserved Matter, the Shareholders shall first attempt to resolve the matter through good faith negotiations for [30] days.
7.2. If negotiations fail, the matter shall be referred to mediation administered by [mediation center].
7.3. If mediation fails within [60] days, either Shareholder may trigger the Buy-Sell Mechanism (Russian Roulette): one Shareholder offers to buy the other's shares at a specified price, and the recipient must either sell at that price or buy the offeror's shares at the same price per share.
ARTICLE 8 — GOVERNING LAW AND DISPUTES
8.1. This Agreement shall be governed by and construed in accordance with the laws of Romania.
8.2. Any dispute arising from this Agreement shall be resolved by [arbitration at the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania / the competent courts of [city], Romania].
ARTICLE 9 — MISCELLANEOUS
9.1. This Agreement constitutes the entire agreement between the Shareholders regarding the Company.
9.2. Amendments shall be valid only in writing, signed by all Shareholders.
9.3. This Agreement is executed in [NUMBER] original copies, one for each Shareholder.
SHAREHOLDER 1: Name: ________________________ Signature: ________________________ Date: ________________________
SHAREHOLDER 2: Name: ________________________ Signature: ________________________ Date: ________________________