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Form #1246

Agreement among stockholders regarding management of business, division of profits, and distribution of assets.

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Agreement among stockholders regarding management of business, division of profits, and distribution of assets.


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Agreement among stockholders regarding management of business, division of profits, and distribution of assets.

Agreement made _________[date], between _________[shareholder], of _________[address], City of _________, County of _________, State of _________, _________[shareholder], of _________[address], City of _________, County of _________, State of _________, and _________[shareholder], of _________[address], City of _________, County of _________, State of _________, herein collectively called the shareholders.

RECITALS

1. The shareholders are the respective owners of the shares set forth opposite their names below of the capital stock of _________[corporation], a _________[state of incorporation] close corporation. Such shares constitute all of the issued and outstanding stock of the corporation.

Name

Number of Shares

 

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

 

2. The shareholders desire to become parties to, and to subject their shares of stock in the corporation to a shareholders' agreement as prescribed by Section _________ of the _________[General Corporation Law] of the State of _________.

In consideration of the mutual covenants expressed herein, the parties agree as follows:

SECTION ONE.

OFFICERS

(a). Employment. The following shall be the officers of the corporation until his or their employment is terminated as provided in Section One (e):

Name

Office

 

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

 

(b). Salaries. The salaries of the respective officers shall be _________[specify amounts and times payable, or set forth method of determination].

(c). Duties. Notwithstanding anything to the contrary contained in the bylaws of the corporation and except as required by the _________[General Corporation Law] of the State of _________, the officers, in the manner agreed among them, shall manage all the business and affairs of the corporation and exercise all its corporate power. In the following instances, however, the officers may act only after obtaining the approval of the outstanding shares in the manner provided in the bylaws: _________[set forth acts for which shareholder approval is desired, such as issuing or transferring shares of stock or selling all or substantially all of assets of corporation].

(d). Indemnification. Each officer agrees to indemnify the shareholders and their successors and assigns from and against any liability incurred as a result of the exercise of the above powers and duties by such officer.

(e). Termination. The employment of each officer shall terminate on the occurrence of any one of the following events:

(1). He ceases to be a shareholder.

(2). He voluntarily resigns.

(3). He declares bankruptcy, dies, or becomes physically incapacitated.

(4). He is declared of unsound mind by an order of court.

(5). He is convicted of a felony.

(6). He reaches the age of _________.

(7). On the involuntary dissolution of the corporation as provided by Section _________ of the _________[General Corporation Law] of the State of _________.

In the event of the termination of employment of any one of the officers, his replacement shall be selected in the manner provided in the bylaws.

SECTION TWO.

DIVIDENDS

Subject to the limitations contained in the provisions of Section _________ of the _________[General Corporation Law] of the State of _________, the shareholders shall be entitled to receive each year from the corporation dividends in an amount equal to the percentage of net profits of the corporation set forth opposite their names below:

Name

Amount of Dividend

 

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

.........................................................................................................  

 

SECTION THREE.

DISTRIBUTIONS IN LIQUIDATION

Subject to the limitations contained in Section _________ of the _________[General Corporation Law] of the State of _________, on voluntary dissolution of the corporation, distribution of the assets of the corporation shall be made as follows: _________.

SECTION FOUR.

WAIVER OF MEETINGS

No meetings of shareholders or directors need be held, but may be called as provided in the bylaws of the corporation.

SECTION FIVE.

RECORDS AND REPORTS

_________ shall maintain the books, records, and other documents required by Section _________ of the _________[General Corporation Law] of the State of _________.

SECTION SIX.

BINDING EFFECT

This agreement shall inure to the benefit of and be binding on the successors and assigns of the parties.

SECTION SEVEN.

GOVERNING LAW

This agreement shall be governed and construed as prescribed by the laws of the State of _________.

SECTION EIGHT.

FILING OF AGREEMENT

A duplicate original of this agreement shall be filed with the secretary of the corporation for inspection by any prospective purchaser of shares of stock in the corporation.

The parties have executed this agreement at _________[designate place of execution] on the day first above written.

[Signatures]

Contributed by
Pam
 
Total Forms Contributed 41
 

See All Pam 's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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