Shareholders Agreement printable pdf download

SHAREHOLDERS AGREEMENT

THIS AGREEMENT made this _______(1)_________ day of _____(2)______, ______

(3)_______, by and between _______(4)________, hereinafter "Shareholders" of ________(5)

___________, hereinafter "Corporation".

W I T N E S S E T H:

WHEREAS, the parties believe it is in their best interest to unanimously agree to terms

below related to the operation, management and control of the Corporation in order to achieve

harmonious balance and direction.

NOW THEREFORE, the parties agree to the following:

1. The Shareholders agree to maintain "S" status of the Corporation for federal tax

purposes throughout a period of five (5) years from the date hereof unless seventy-five percent

(75%) of outstanding stock of the Corporation is voted in such a manner as to consent to the

revocation of such status.

2. The parties hereto agree to execute a Buy-Sell Agreement between and mutually

acceptable by the parties.

3. For a period of five (5) years from the date of this Agreement, the Shareholders as Directors

shall, unless one is either no longer a Shareholder, or unable or unwilling to perform, vote for the

following officers:

____________(6)____________ President

____________(7)____________ Vice President/Treasurer

____________(8)____________ Secretary

4. Restrictive Endorsements shall be set forth on all the stock certificates for the

Corporation which shall set forth that such stock is subject to the Buy-Sell Agreement terms as

well as to the voting restrictions contained herein.

5. The Corporation shall do its banking business at ________(9)________ or at such

bank or banks as determined in the sole discretion of the Directors. The signature of any one

officer of the Corporation shall be sufficient for checks or drafts up to the amount of One

Thousand Dollars ($1,000.00). The joint signature of either ______(10)______ or _______(11)

_____ as one party, and _______(12)________ as the other party will be necessary for any

check over the amount of One Thousand Dollars ($1,000.00).

6. The Shareholders consent that upon the occurrence of a situation whereby the

operating capital of the Corporation is not sufficient to meet operating expenses and upon a

majority vote by the Shareholders each Shareholder shall make the required contribution as to

such total request within thirty (30) days of request of a Shareholder in the proportion of their

stock ownership interest in the Corporation. Failure to make such contribution within said thirty

(30) days will result in the then remaining Shareholders having the right to purchase the prorata

share of the stock held by the Shareholder who has failed to make his capital contribution by

purchasing the capital contribution together with interest at prime (as determined by Chase

Manhattan Bank) plus one percent (1%).

7. The parties hereto agree that the Corporation shall lease certain real property for its

corporate purposes.

8. The Corporation shall utilize the accrual method of accounting with a year ending in

Shareholders Agreement