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股东协议中英文对照
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中国法律英语网
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更新时间：
2006-01-10
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章录入：
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英文：
SHAREHOLDERS AGREEMENT
AGREEMENT made this
_____________ day of ______________, (year)____,
between
____________________ Corporation,
having its principal office at
______________________________
______________________________, and
_________________________ residing at
______________________________, and
_________________________ residing at
______________________________, and
_________________________ residing at
______________________________.
Whereas, the above signed
parties wish to promote the Corporation's
interests
and
secure
their
own
interests
by
making
provision
to
avoid
future
differences.
It is
therefore mutually agreed that:
1. As
long as each of the undersigned shareholders
remains a shareholder in
__________________
Corporation,
he
or
she
will
vote
his
or
her
respective
shares
of stock in the
corporation for each of the following named
directors.
1._____________________________
2._____________________________
3._____________________________
Any
of
the
above
directors
who
cease
to
be
a
shareholder
in
the
Corporation
shall
submit his or her
resignation to the Corporation when he or she
transfers his
or her shares.
2. Each of the undersigned parties
agree that he or she shall will devote his
or her best efforts to the best
interests and advancement of the corporation.
3.
For
the
common
interest
of
the
Corporation,
the
undersigned
shareholders
agree
to the following
people appointed and elected as officers of the
Corporation,
as
long
as
they
remain
shareholders
of
the
Corporation
and
perform
competently,
faithfully, and
efficiently.
__________________________
_______________
(President)
_______________________________________
__
(Vice President)
_________________________________________
(Secretary)
________________
_________________________
(Treasurer)
Any
of
the
foregoing
officers
who
ceases
to
be
a
shareholder
in
the
Corporation
shall
submit
his
or
her
resignation
to
the
corporation
when
he
or
she
transfers
his or her shares.
4(a). The undersigned shareholders
agree any action taken at a meeting of the
shareholders
that
receives
a
vote
in
favor
of
less
than
________%
of
the
shareholders may be subject to action
from the dissenting shareholders. They
may require the other shareholders to
either (1) Rescind the action or (2)
Purchase
the
shares
of
the
corporation
owned
by
the
dissenter(s)
at
a
price
per
share
computed on a pro rata basis according to Section
4(d) of this agreement
within _____
days. The below undersigned shareholders agree
that should their
vote
in
favor
of
the
action be dissented
from,
they
will
either
(1)
Rescind
it,
or (2) Purchase the dissenter's shares
computed on a pro rata basis according
to Section 4(d) of this agreement
within _______ days.
4(b).
The
undersigned
shareholders
agree
that
they
will
not
sell,
pledge,
assign,
transfer,
hypothecate,
or
otherwise
dispose
of
the
shares
of
stock
owned
by
any
of them,
unless the shares of stock have been first offered
to the corporation
at a price computed
on a pro rata basis according to Section 4(d) of
this
agreement. Any such offer shall be
made in writing and shall remain open for
the
acceptance
of
the
corporation
for
a
period
of
no
less
than
______
days.
Should
the
corporation
accept
the
offer,
it
must
agree
in
writing
to
purchase
the
entire
amount of stock
offered and shall make a down payment comprised of
______% of
the
total
purchase
price.
The
remaining
balance
of
the
total
purchase
price
shall
be
paid as provided for in Section 4(e) of this
agreement. If the Corporation
should
choose not to purchase the shares within _______
days, the shares shall
be
offered
to
the
remaining
shareholders
on
the
same
pro
rata
basis
as
provided
for
in
Section
4(d)
of
this
agreement.
Any
such
offer
shall
be
shall
remain
open
for a period of ______
days and shall be made in writing. In the event
the
remaining shareholders wish to
accept the offer, they must agree in writing to
purchase
any
or
all
of
their
pro
rata
portion
of
shares,
and
make
a
down
payment
comprised of
_______% of the total purchase price. The balance
of the total
purchase price shall be
paid as provided in Section 4(e) of this
agreement. If
any shareholder should
elect not to purchase his or her portion of the
shares,
or should elect to purchase
less than the full amount, the remainder all be
offered to the other shareholders on
the same pro rata basis as outlined in
Section
4(d)
of
this
agreement.
After
this
offering
to
the
remaining
shareholders,
any amount of stock
that
remains unpurchased
shall
be
considered
freely transferable and no longer
subject to the provisions and
limitations of
this
agreement. This agreement shall not bar a sale,
transfer, assignment, or
bequest shares
of stock by one of the undersigned shareholders to
a member of
is or her immediate family,
who shall, however, take his or her stock subject
to all the provisions and limitations
of this agreement.
4(c).
The
parties
to
this
agreement
agree
that
upon
the
death
of
___________________,
________________________________,
or
________________________________,
the
executors,
administrators,
or
other
such
legal
representatives
of
the
deceased
shall,
within
________
days,
offer
to
sell
to the Corporation all the shares of
stock owned by the deceased at the time
of his or her death. It is the wish of
the parties to this agreement
that
after
the
qualification
of the legal representatives
of
the
deceased
shareholder, his or
her
family
shall
terminate
any
and
all
interest
in
the
Corporation
and
that
any
and
all
members
of
the
family
to
whom
the
deceased
has
left
shares
of
stock
shall
sell to the
Corporation all shares of stock owned by them
within a period of
_______
days.
The
price
per
share
shall
be
computed
on
a
pro
rata
basis
according
to the provisions of Section 4(d) of
this agreement.
4(d). The undersigned
parties agree that as of this date one share of
stock in
the
corporation
is
worth
$$__________.
It
is
the
intention
of
the
parties
to
review
this
figure
________
times
per
year,
and
that
the
last
agreed-upon
figure
prior
to a
such transfer as described in Sections 4(a), (b),
or (c) shall be binding
and conclusive
determination as to the value of the stock for
such purposes.
(e)
The
purchase
price
shall
be
paid
as
follows:
______%
in
cash
ithin
________
days
after
the
qualification
of
the
legal representatives
of
the
deceased
shareholder.
_______%
of
the
unpaid
balance
shall
be
paid
within
the
succeeding
_________
days,
and
______%
of
the
still
remaining
unpaid
balance
within
______
days. Interest at the
rate of ______% shall be calculated on the
outstanding
unpaid balance. The
Corporation reserves the right to prepay the whole
or any
part
of
the
amount
owed
without
the
imposition
of
a
premium
or
penalty
therefore.
5.
The
parties
hereto
agree that
they
will
not
dispose of their shares
of stock
in such a way as to cause the
termination of the Corporation's ability to be
taxed as an electing Small Business
Corporation under Subchapter S
of the
Internal Revenue Code of 1954.
6. Each certificate of stock of the
Corporation shall contain the following
information:
Transfer
or
pledge
of
these
shares
is
restricted
under
a
shareholders' agreement
dated ________________, (year)____.
A
copy
of
the
agreement,
which
affects
other
rights
of
the
holder
of
these
shares,
will
be
kept
on
file
at
the
office
of
the
Corporation
at
_________________________________.
7.
Should
any
dispute
arise
between
two
or
more
of
the
parties
to
this
agreement
as to their rights
under any provisions of this agreement, the
parties hereby
agree to refer such
dispute to the American Arbitration Association,
whose
decision on the questions shall
be binding on the parties and shall be without
appeal.
8. The Corporation
is authorized to enter into this agreement by a
resolution
adopted
by
the
shareholders
and
directors,
dated
_____________________________,