An associates’ agreement is much more than a simple contract: it’s a genuine corporate governance tool, providing a framework for relations between associates and protecting the interests of all concerned. Whether you’re setting up a new business, raising capital or facing a latent disagreement, a corporate lawyer can provide legal security for your agreement and anticipate future risks.
What is the purpose of a partnership agreement?
A shareholders’ agreement is an extra-statutory contract between some or all of the shareholders of a company (SAS, SARL, SCI, etc.). It enables specific operating and governance rules to be laid down, in addition to the articles of association.
In particular, it can :
- Organizing the distribution of power among associates
- Providing for exit or entry rules
- Controlling the terms and conditions of share transfers
- Protecting founders when opening up to investors
- Preventing conflicts linked to strategic decisions
A well-drafted agreement reinforces the company’s stability and avoids numerous disputes.
When is a covenant recommended?
Startups and fundraising
When raising capital, investors often require a shareholders’ agreement to govern their rights (information, governance, liquidity). Founders also see it as a way of protecting their corporate vision.
Family governance or patrimonial company
In SCI or family holding companies, the pact avoids blockages in the event of succession or disagreement between members of the same family. It helps maintain cohesion around a common heritage.
Latent conflicts or dissensions between associates
Even without open conflict, tensions often arise in companies with shared management. A pact can help anticipate such situations by setting out clear rules, notably for decision-making and dividend distribution.
Essential clauses in a well-drafted covenant
Pre-emption clause
It gives priority rights to associates in the event of the sale of shares. It avoids the entry of an unwanted third party to the capital.
Inalienability clause
It prohibits the transfer of shares for a certain period. This is very useful for stabilizing the shareholder base, particularly in the start-up phase.
Drag along / tag along clause
It enables a minority shareholder to be drawn into a sale, or on the contrary to benefit from a sale initiated by a majority shareholder.
Non-competition clause
It prohibits a transferring partner from creating or joining a competing company. Essential to protect know-how.
Each pact must be tailored to your sector, capital structure and human challenges.
Why call on a lawyer to draw up your covenant?
In contrast to the often standardized online templates, an experienced partnership agreement lawyer will help you :
- Adapting the pact to your company’s specific needs
- Take into account your status and long-term objectives
- Draft legally sound and enforceable clauses
- Avoid future nullities, conflicts or blockages
- Keep the pact confidential if necessary
A good pact is not just a legal text: it’s a management tool that protects your professional relationships and your financial interests.
What we propose for partnership agreements
Our firm is with you every step of the way:
- Analysis of your situation: existing articles of association, capital ownership, governance issues
- Drafting or revising your partnership agreement
- Support in negotiations between partners or with investors
- Preventive advice in the event of latent tension or conflict
- Compliance with current legislation
🟩 Ask for a personalized drafting of your partnership agreement
🟩 Get a legal analysis of your current agreement
🟩 Make an appointment to define your partnership relations.
Frequently asked questions about shareholders’ agreements
What is the difference between a shareholders’ agreement and the articles of association?
The articles of association are public and binding, while the partnership agreement is a private, confidential and optional contract. It allows greater flexibility and discretion in the organization of the company.
Is a partnership agreement compulsory?
No, but it is highly recommended, particularly in the case of multiple partners, fund-raising, or to protect management.
Can a pact be made without a lawyer?
In theory, yes. In practice, a poorly drafted agreement can be unenforceable, null and void, or a source of litigation. The support of a lawyer avoids these risks.
Is it necessary to register a partnership agreement?
Registration is not compulsory, unless the agreement contains clauses relating to the transfer of shares. A lawyer will guide you through the necessary legal formalities.
Is the partnership agreement confidential?
Yes, that’s one of its advantages over the Articles of Association. It is not filed with the clerk’s office, except in exceptional cases. Confidentiality is a strategic lever, particularly in sensitive negotiations.