The Need for Shareholder Agreement

The Need for Shareholder Agreement 股东协议的必要性

What is a Shareholder Agreement? 什么是股东协议?

A shareholder agreement is a legal document that stipulates the rights and obligations of shareholders in a company, including shareholder relations and the management of the company. It may also supplement the company constitution by adding additional rules and regulations not covered in the constitution. 股东协议是规定股东在公司中的权利和义务,包括股东关系和公司管理的法律文件。公司章程还可以增加章程以外的规章制度,作为对公司章程的补充。

A shareholder agreement can be entered into between some of the shareholders of a company, all of the shareholders, or the shareholders and the company. 股东协议可以由公司的部分股东、全体股东或者股东与公司签订。

Sole-proprietorships and partnerships, which do not have any shareholders, are unable to enter into a shareholder agreement. In the case of partnerships, what would be applicable is a partnership agreement. 没有股东的独资企业和合伙企业不能签订股东协议。对于合伙企业,适用的是合伙协议。

Is a Shareholder Agreement Compulsory? 股东协议是强制性的吗?

Unlike the company constitution, a shareholder agreement is not a mandatory document and you do not have to submit one as part of your company’s incorporation process. 与公司章程不同,股东协议不是强制性文件,您无需提交股东协议作为公司注册过程的一部分。

However, it is still highly recommended for incorporated companies with more than one shareholder to have a shareholder agreement in place. It is highly unlikely for an incorporated company in Singapore to do without a shareholder agreement. 不过,仍强烈建议拥有一名以上股东的公司签订股东协议。新加坡的一家注册公司如果没有股东协议是不太可能做到的。

Why Do You Need a Shareholder Agreement? 你为什么需要股东协议?

There are various benefits to having a shareholder agreement. 签订股东协议有很多好处。

A shareholder agreement binds only the shareholders who sign the agreement and can only be altered by these contracting parties. Moreover, a shareholder agreement can supplement the company constitution by adding any rules or regulations that were not mentioned at the time the constitution was written. It is also a document for private viewing, unlike the constitution which is for public viewing, hence protecting the confidentiality of the document. 股东协议仅对签署该协议的股东具有约束力,且只能由这些缔约方修改。此外,股东协议可以补充公司章程,增加任何在章程制定时未提及的规则或条例。它也是供私人阅览的文件,不同于公司章程规定的供公众阅览的文件,因此保护了文件的机密性。

Even though a shareholder agreement is not required for submission when you incorporate your company, the best time to draft your shareholder agreement would be before or upon the incorporation of your company. Shareholder agreements can be drafted and signed at any point in time of the company’s lifespan, but they should be done as part of your set-up process. 即使在您成立公司时不需要提交股东协议,但起草股东协议的最佳时间是在公司成立之前或之后。股东协议可以在公司存续期间的任何时间点起草和签署,但它们应该作为您的设立过程的一部分来完成。

Here’s why you should have your shareholder agreement before your company incorporates, and not after. Do note that this list is non-exhaustive and merely highlights the more distinctive benefits to drafting your shareholder agreement early in the incorporation process: 这就是为什么你应该在你的公司成立之前,而不是之后,有你的股东协议。请注意,此列表并非详尽无遗,仅强调在公司成立初期起草股东协议的更显著好处:

1. Allow shareholders to make an informed decision to buy in 允许股东作出知情的收购决定

With multiple shareholders, there are bound to be certain misalignments as to what each shareholder wants in the company – on issues such as who exercises management, how shareholders exit the company, or the dividend policy of the company. This ensures that shareholders are on the same page and know what they are buying into. Hence, a shareholder agreement before or during a company’s incorporation will then allow shareholders to have the full prerequisite knowledge they need before they buy into the company. 在多个股东的情况下,在每个股东对公司的期望方面必然存在某些偏差,比如谁行使管理权,股东如何退出公司,或者公司的股利政策。这确保了股东们站在同一个页面上,知道他们在购买什么。因此,在公司成立之前或成立期间签订的股东协议将允许股东在购买公司之前获得所需的全部先决知识。

2. Minimise disputes and decide on procedures for dispute resolution 尽量减少争议并决定解决争议的程序

With two or more shareholders in the company, disputes among shareholders often arise. These include issues such as the transfer of shares, the exit of shareholders, and the price of shares at which these transactions occur. A comprehensive shareholder agreement will spell out these terms and procedures clearly to allow shareholders to be on the same page. Should disputes still persist, shareholder agreements will also include clauses to stipulate the respective procedures for dispute resolution among shareholders. This will prevent unnecessary legal action among shareholders or against the company. 公司有两个或两个以上的股东,股东之间经常会发生纠纷。这些问题包括股份转让、股东退出、交易发生时的股价等。一份全面的股东协议将清楚地阐明这些条款和程序,使股东能够站在同一页上。如果争议仍然存在,股东协议还将包括规定股东之间争议解决程序的条款。这将防止股东之间或对公司采取不必要的法律行动。

3. Protect shareholder rights 保护股东权利

Shareholder agreements can also cover the rights and obligations of existing shareholders. For instance, should the company decide to offer new shares, a shareholder agreement will stipulate if the shares will first be offered to existing shareholders or to a third party. Shareholders should also be made aware of specific rights such as their voting rights when the company appoints a new director, through the shareholder agreement. The protection and definition of shareholder rights will be of added assurance especially for minority shareholders. 股东协议还可以涵盖现有股东的权利和义务。例如,如果公司决定发行新股,股东协议将规定股票将首先向现有股东或第三方发行。在公司任命新董事时,还应通过股东协议使股东了解其投票权等具体权利。对股东权利的保护和界定,尤其是对中小股东而言,将是一种额外的保障。

Shareholder Agreement as Part of the Incorporation Process 作为公司注册过程的一部分的股东协议

Hence, it is highly recommended that business owners looking to incorporate a company draft the company’s shareholder agreement early in the set-up process. Having a shareholder agreement is crucial to the smooth management of your company and managing the relationships between shareholders and other stakeholders of the company. 因此,强烈建议希望成立公司的企业主在成立过程中尽早起草公司股东协议。股东协议对于公司的顺利管理和管理股东与公司其它利益相关者之间的关系至关重要。

Shareholders agreement on table
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