Almost without exception, when an investor becomes involved in a company a shareholder agreement is drafted. A shareholder agreement is a long-term co-operation agreement that is binding on the parties involved – it is the support structure and basis of the entire collaboration. Every investment is unique and therefore there is no such thing as a universal, comprehensive shareholder agreement. It should be taken into account, however, that a shareholder agreement must NOT conflict with the laws on limited liability companies, employment, tax or competition. In the event of any conflict, it is the law that is complied with – not the agreement.
Issues which should be part of a company’s articles of association, but which the parties wish to remain confidential, may also be agreed on in a share agreement – unlike a share agreement, articles of association are a public document. A shareholder agreement usually applies to the shareholders and the company. Articles of association are also always binding on others besides the contracting parties. For example, a redemption clause in the articles of association is also binding on the heirs of a former shareholder, whereas an order of redemption agreed in the shareholder agreement is binding only on the signatories to the shareholder agreement. A shareholder agreement can, nevertheless, be expanded to apply also to external members (e.g. a party granting a capital loan), but only in a limited way. An example of a shareholder agreement can be found at seriesseed.fi or at: eban.org/about/member-area/