{"id":33330,"date":"2025-10-09T10:51:50","date_gmt":"2025-10-09T08:51:50","guid":{"rendered":"https:\/\/www.avocats-lacombe-brisou.fr\/nos-expertises\/shareholders-agreement-drafting-securing-and-strategic-advice\/"},"modified":"2025-11-25T14:18:00","modified_gmt":"2025-11-25T13:18:00","slug":"shareholders-agreement-drafting-securing-and-strategic-advice","status":"publish","type":"cpt_services","link":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/nos-expertises\/shareholders-agreement-drafting-securing-and-strategic-advice\/","title":{"rendered":"Shareholders’ agreement – Drafting, securing and strategic advice"},"content":{"rendered":"\n

An associates’ agreement<\/em> 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<\/em><\/a> can provide legal security for your agreement and anticipate future risks. <\/p>\n\n

What is the purpose of a partnership agreement?<\/h4>\n\n

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. <\/p>\n\n

In particular, it can :<\/p>\n\n

    \n
  • Organizing the distribution of power among associates<\/li>\n\n\n\n
  • Providing for exit or entry rules<\/li>\n\n\n\n
  • Controlling the terms and conditions of share transfers<\/li>\n\n\n\n
  • Protecting founders when opening up to investors<\/li>\n\n\n\n
  • Preventing conflicts linked to strategic decisions<\/li>\n<\/ul>\n\n

    A well-drafted agreement reinforces the company’s stability and avoids numerous disputes.<\/p>\n\n

    When is a covenant recommended?<\/h4>\n\n

    Startups and fundraising<\/h5>\n\n

    When raising capital<\/strong>, 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. <\/p>\n\n

    Family governance or patrimonial company<\/h5>\n\n

    In SCI or family holding companies<\/strong>, 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. <\/p>\n\n

    Latent conflicts or dissensions between associates<\/h5>\n\n

    Even without open conflict, tensions often arise in companies with shared management<\/strong>. A pact can help anticipate such situations by setting out clear rules, notably for decision-making and dividend distribution. <\/p>\n\n

    Essential clauses in a well-drafted covenant<\/h4>\n\n
    Pre-emption clause<\/h5>\n\n

    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. <\/p>\n\n

    Inalienability clause<\/h5>\n\n

    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. <\/p>\n\n

    Drag along \/ tag along<\/em><\/strong> clause<\/h5>\n\n

    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.<\/p>\n\n

    Non-competition clause<\/h5>\n\n

    It prohibits a transferring partner from creating or joining a competing company. Essential to protect know-how. <\/p>\n\n

    Each pact must be tailored<\/strong> to your sector, capital structure and human challenges.<\/p>\n\n

    Why call on a lawyer to draw up your covenant?<\/h4>\n\n

    In contrast to the often standardized online templates, an experienced partnership agreement lawyer<\/em> will help you :<\/p>\n\n

      \n
    • Adapting the pact to your company’s specific needs<\/li>\n\n\n\n
    • Take into account your status and long-term objectives<\/li>\n\n\n\n
    • Draft legally sound and enforceable clauses<\/li>\n\n\n\n
    • Avoid future nullities, conflicts or blockages<\/li>\n\n\n\n
    • Keep the pact confidential if necessary<\/li>\n<\/ul>\n\n

      A good pact is not just a legal text: it’s a management tool<\/strong> that protects your professional relationships and your financial interests.<\/p>\n\n

      What we propose for partnership agreements<\/h4>\n\n

      Our firm is with you every step of the way:<\/p>\n\n

        \n
      • Analysis of your situation<\/strong>: existing articles of association, capital ownership, governance issues<\/li>\n\n\n\n
      • Drafting or revising your partnership agreement<\/strong><\/li>\n\n\n\n
      • Support in negotiations<\/strong> between partners or with investors<\/li>\n\n\n\n
      • Preventive advice<\/strong> in the event of latent tension or conflict<\/li>\n\n\n\n
      • Compliance<\/strong> with current legislation <\/li>\n<\/ul>\n\n

        \ud83d\udfe9 Ask for a personalized drafting of your partnership agreement<\/strong>\ud83d\udfe9 Get a legal analysis of your current agreement<\/strong>\ud83d\udfe9 Make an appointment to define your partnership relations.<\/strong><\/p>\n\n

        Frequently asked questions about shareholders’ agreements<\/h4>\n\n
        What is the difference between a shareholders’ agreement and the articles of association?<\/h5>\n\n

        The articles of association<\/strong> are public and binding, while the partnership agreement<\/strong> is a private, confidential and optional contract. It allows greater flexibility and discretion in the organization of the company. <\/p>\n\n

        Is a partnership agreement compulsory?<\/h5>\n\n

        No, but it is highly recommended<\/strong>, particularly in the case of multiple partners, fund-raising, or to protect management.<\/p>\n\n

        Can a pact be made without a lawyer?<\/h5>\n\n

        In theory, yes. In practice, a poorly drafted agreement can be unenforceable<\/strong>, null<\/strong> and void, or a source of litigation<\/strong>. The support of a lawyer avoids these risks. <\/p>\n\n

        Is it necessary to register a partnership agreement?<\/h5>\n\n

        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<\/strong>. <\/p>\n\n

        Is the partnership agreement confidential?<\/h5>\n\n

        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<\/strong>, particularly in sensitive negotiations. <\/p>\n","protected":false},"excerpt":{"rendered":"

        An associates’ agreement is much more than a simple contract: it’s a genuine corporate governance…<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"closed","ping_status":"closed","template":"","cpt_services_group":[231],"class_list":["post-33330","cpt_services","type-cpt_services","status-publish","hentry","cpt_services_group-commercial-contracts"],"_links":{"self":[{"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/cpt_services\/33330","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/cpt_services"}],"about":[{"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/types\/cpt_services"}],"author":[{"embeddable":true,"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/comments?post=33330"}],"version-history":[{"count":0,"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/cpt_services\/33330\/revisions"}],"wp:attachment":[{"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/media?parent=33330"}],"wp:term":[{"taxonomy":"cpt_services_group","embeddable":true,"href":"https:\/\/www.avocats-lacombe-brisou.fr\/en\/wp-json\/wp\/v2\/cpt_services_group?post=33330"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}