How Do I Sign South Carolina Profit Sharing Agreement Template

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Sign Profit Sharing Agreement Template in South Carolina

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Quick-start guide — how do i document type sign profit sharing agreement template south carolina

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E signature shareholders agreement

Hello everyone! Today we are going totalk about How to draft a Shareholders Agreement? Shareholders agreements only apply to companies with more than oneshareholder. So if you have a company that has two or more shareholders youshould look at putting in place a shareholdersagreement. So what is a shareholders agreement? Wellas this slide says it's a contract between the shareholdersthat sets out the rights and responsibilitiesof the shareholders. Generally a shareholders agreementcan cover things like, How many shares do each shareholder? orDoes each shareholder own. It could set out whether there aredifferent classes of shares and if so the rights and responsibilities that areapplicable to each different share class. Often though theconstitution can also set out the share class information, so that's notnecessarily in a shareholders agreement but can be in there.A shareholders agreement can set out whether or not the company is ableto issue additional shares in the future. And if so whether current or existingshareholders could have their shares diluted orwhether they could buy more shares to keep their sharepercentage. A shareholders agreement could also setout How new shareholders may join thecompany? How existing shareholders can leave thecompany? Whether a shareholder could ever be forced out of a companyand what happens if a shareholder was to die?Unfortunate as it may be. And some shareholders agreement even have thingslike drag and tag along rights. Which are rights that are applicable tosale. And I'll talk more about those a bit later. So what are the advantages of ashareholders agreement? Well the main main advantage is that it sets out therights and responsibilities between shareholders. So it is a contract that isformed between the shareholders and because it's acontract and binding it compels those shareholders to do ornot to do certain things in accordance with the terms of the shareholdersagreement. So because of that shareholdersagreements can be instrumental in preventing disputes, and it also they also can be helpfulbecause they can clearly set out the roles and responsibilities that eachshareholder is meant to have under the company. That'sjust a couple of the advantages. I mentioned a few of them earlier which isthat they can also set out things like you know how to sell shares, how to jointhe company. Whether your current shares can bediluted. Whether if you sell your shares you havea restraint and whether you are not allowed toenter into or buy shares in a company that competeswith the company that the shareholder is currently a shareholder of.So there's a whole lot of things that can be in that shareholders agreement.And that's why -Are they required at law? No Should you have one? Definitely and you should definitely have one where thereare shareholders who don't have competing interests, sorrywhere shareholders could have competing interests that's when you definitelywant one and when you think about it even if youhave a company with family members whilst your interests maybe aligned today that does not guarantee ornecessarily mean that your interests will be aligned in thefuture and so just to avoid disputes it's much easier when things are goingwell at the start to put in place a shareholders agreement.Which will then govern the relationship between the shareholders so that if andwhen things do go sour in the future at least you've already, youpre-agreed the terms as to what's going to happen in the event of dispute or ifone party wants to leave or sell their sharesand so that way you can avoid a whole lot of heartache. and that's what this slide is getting atthere is generally going to be some sort of disagreementbetween the shareholders and if you have a shareholders agreementyou substantially you can substantially reducethe risk of things going south because the shareholders agreement shoulddeal with the scenario that is the subject of the dispute. As another example you may have someonewho has been promised that if they work inthe company for a certain period of time that they're going to be given shares.If that's the case you can have all that in the share holders agreementyou can have what's called a share vesting regime. Soon the completion of a certain number of months or years of workthat they are vested or granted certain shares in the company. You can deal withwhat happens if a shareholder passes away.What's the process there? You might be the majority shareholder ofthe company and you may want to sell your shares but you might discover thatyou can't actually sell your shares because the minorityshareholders are able to vote against you and hold you to ransom. You may have a shareholder who'salso an employee and they may be performing services forthe company and you just need to make it clear. Notso much about their salary or payment because that'll becovered in the employment agreement but you couldclearly specify in the shareholders agreement if and when they are to begranted shares in the company i.e. do they haveto meet milestones, are the milestones deliverable based orare they based on just the passage of time? So basicallyyou can set out whatever you need to in the shareholders agreement that is goingto be relevant for the circumstances of your companyand what your shareholders are doing. I just thought I would mentionalternative forms of agreement because often we get phone calls withpeople saying, they wouldn't want to put in place a partnershipagreement. When in fact when you dig behind thescenes they're not actually a partnership they're a company.Or you get the opposite someone's saying I want to put in place a shareholdersagreement when in fact they are a formal partnership.So partnerships are different when you form a company. A company isa separate and distinct legal entity a partnershipis not a partnership is created by a partnership agreementwhere all individual partners are legal entities and they're usually justpeople and all those individual people collectivelyform the partnership. So we're not talking about partnershipsand as I mentioned main difference between them is a partnership obviouslyapplies to partnerships whereas a shareholders agreement only applies to acompany. So if you have any doubts as to whatsort of entity you are, you can go to ABN lookup and youcan lookup your structure by putting in your ABNand it will tell you what type of structureyou are. So now we have some more confusingsubjects which are sorry which is Shareholders Agreement Articles ofAssociation Corporate Bylaws and CompanyConstitution and Replaceable Rules. These are allterms that are used when it comes to companies and what do they all mean.Well as we mentioned a shareholders agreement it's the contractbetween people who own shares in the companythat sets out the rights and responsibilities of those people.The Articles of Association that were used by companies prior to 1998. So youprobably don't have to worry about those too much. Some companies are not actually owned byshareholders. For instance companies limited by guaranteethese are often companies that are formed to create charities.Where you have a company limited by guarantee it does not actually haveshareholders it has members and so where you havemembers you will have or you could put in place corporate bylawsto govern the relationship of those members. Now,when you form a company in Australia if you use one of the onlinecompany formation websites which is always a good thing to do because theyprovide a good service and they're pretty cheapand there's plenty of them around if you just search on GoogleYou'll usually be issued with a in fact you will always be issued with a companyconstitution. So the company constitutionsets out the overriding governance of the companyand it'll have things in there like What classes of sharesare there? What preference shares are there?What preference or voting rights, attached to the variousshare classes because you can get quite creative and have things like aclass shares B, class share C. Class shares the peoplewho own a class shares may have 10 votes for each share. Whereas A class shareholder may only have one voteper share and so that is a way you can control whoactually runs and operates the business because in that exampleyou'd make sure that the person who has the or the people that have the A classshares have the ability to sway the votes justby numbers. If you don't have a constitution if youdon't get one when you purchase your companyor you just set it up yourself by registering it with ASIC.Then you'll get you'll be covered by the replaceable rules. These replaceable rules are rules thatare set out in the Corporation's Act and they will apply automatically.If you don't have a constitution and even if you do have a constitutionoften the constitution just mirrors what's in thecorporation's act replaceable rules but not always. Okay, let's get into some juicy stuff socan a shareholders agreement be verbal? Well Yes all contracts inAustralia can be verbal. Do you want a contract tobe verbal? No You do not. Why? Because if you have averbal contract and there's a dispute. How can you prove what the terms of thecontract were? You simply can't. Right so,whilst legally you can have a verbal contract you should not do thatand you should definitely not do it for shareholders agreements,because once a dispute arises how will you proveyour position or your belief as to what was agreed is the correct one.That can be real pain in the bum and you may have to look at things likeyou know written correspondence between the parties i.e. emails,letters anything like that, and it can be very difficult andin fact you may not be able to prove what you believe was agreed.But with the shareholders agreement you can clearly set out what is agreed andthere is no doubt. So that is the reason why you want awritten shareholders agreement. Are you stuck with a shareholdersagreement forever and a day? If you sign one the answer obviously isNo. Any contract you have anywhere can be varied. It just requiresthe consent of the party and most contracts will actually have avariation process. That basically says all parties to the contract need toconsent and their consent needs to be in writing.So what most people do is just do a deed of variation that amends the relevantcontract. Or you can simply agree. You canto it's going to say you can agree to revoke the current shareholdersagreement and issue say Version 2 and so then in Version 2 you just reflect the fact that the parties have agreedto terminate the first shareholdersagreement and then proceed with shareholder agreement 2 So it's not a big deal if you know what you're doingand you've just got to make sure you do it right. But the key principle there isyou can vary an agreement in writing signed by all parties to that agreement. Right, the juiciest stuff. What clausesshould be in a Shareholders Agreement? Well there's a whole lot of stuff youcan put in here. For instance, you should start off with, What are the objectives of the companies sorry of thecompany? And what I mean by that is what is thecompany looking to achieve? What are the business activities?You can set out share classes and voting rights but as I mentionedearlier, sometimes the share classes and voting rightsare set out in the constitution but just understandthe constitution may say things like there arefive classes of shares A B C D E class A is 10votes per share, class B has five votes per share,class C has three votes per share, class D two votesper share and class E one vote per share. That's usually as far as theconstitution would go. It would just set out that there aredifferent shares and each shares class has a differentset of voting rights that attach to them.It would be actually in the Shareholders Agreement where you would specify,"Joe Blow owns if I can speak properly Joe Blow owns 100 A class shares,John Citizen owns 50 C class shares and Simon Smith owns 25 E classshares. Does that make sense? So the constitutionjust sets out the general overriding principles as to what sort ofclasses and types of shares there are but it'llactually be in the shareholders agreement where it will specify who ownswhich or how many of which type of share class. You can have otherthings you can have shareholders loans. Whether interest is payable onthose loans. You should have things like a dividenddistribution policy in the shareholders agreementi.e. will the company always distribute dividends or profits made bythe company. You need mundane things like how oftenare they board meetings? How many directors are required to forma quorum? So that decisions can be made at thatboard meeting. How is or how are new shares issued?Is there any likelihood of capital calls? What happens when a party wants to sellor transfer their shares? Do they have to offer their sharesto other existing shareholders before they sell? or Can theysell directly to a third party? And if they cansell directly to a third party. Do the remaining shareholdershave to or can they agree as to whether they'll acceptthe new third party coming into the company?You can have other things like will there be drag along or tag-along rights.So drag along right side if you've got a majority shareholder whois willing to sell their shares to a third party.The smaller or minority shareholders can be dragged along and be compelledto sell their shares and that way the majority shareholder is able toforce a sale of the company to another entity. Tag-along is theopposite which is say the majority shareholder wants to sell the smaller shareholders can tag alongand as in jump on board with the majority shareholder andsell their shares that way. What happens if a party or a shareholderexperiences divorce or they become incapacitated? or In fact what happens ifthey were to die? Are their shares dealt with by way oftheir estate? or Does the Shareholders agreement dealwith them? If you are a shareholder and you want tosell your shares. What is the price that you can sell yourshares for? Does the Shareholders agreement setout a valuation process? Some shareholders agreements do, theywill say "okay if you want to sell your sharesyou've got to offer your shares to the other remaining shareholdersand the value or price that will be paid for the shares will be determined bythis formula, or by an independent third party such asan accountant who's come in and their job is to value the shares. So, as you can see there are a whole lotof different things that can be in the ShareholdersAgreement. You may you'll definitely want confidentiality provisions. You couldhave non-compete clauses. Which basicallymeans if you are a shareholder and if you sell your shares are youstopped from earning shares in a competingcompany i.e. a company that competes with your old company.What are the events of default? What happens if there's a dispute? How isthat resolved? Does the dispute go to arbitration? Where an arbitrary or an arbiter or a mediator makes adetermination? and then How does the agreementterminate? and What is all the governing law of the agreement?Even though that's generally just going to be Australian law. Okay so as I said the constitution willset out different classes of shares but the shareholders agreement can setout more or additional information into shareclasses and voting rights.Also shareholders can agree on the names for the share classes. For exampleI've used a class B class C class but shareholders could agree tocall the share classes things like ordinaryshares, non-voting shares, preference shares orthey could say first-class shares, second class shares, third class shares. You can have preference shares as I saidcan have a preference to them they could have a preference for dividends soonly people who own preference shares or class A shares have the right to receivea dividend. Which basically leads to the point whichis you can you can set up shareholders agreementssuch that you can exploit. It's a harsh word but you canpotentially exploit your position if you're themajority shareholder because you could haveyou could be the only party that has class A sharesand those class A shares are the you know have10 votes per share or 100 votes per shareand class A shareholders are the only shareholdersdesigned to receive any sort of dividend.So it's when you understand these sorts of things and howshareholders agreements can really protect one party and potentiallyexploit others or not so much exploit butjust not be as advantageous to others. Once you understand things like thatthen you get a bit circumspect when youknow clients come to you and say "oh look I work in this business andthey've offered to let me buy into the business.So I'm not going to get a pay rise this year but you know I'm going tospend 10 thousand and I'm going to own 10 of the entire business."So that all sounds well and good in principle until you understand that,"well that's great so now you own 10% of the company but if you own 10% of thecompany and the 10% you own is in shareclasses. Where you actually don't have a right to receivedividends or you don't have the right to vote.Then really you've got nothing. So this is why for me it's very importantif you're looking to buy into a business youactually really understand what you're buying.As in what type of shares and what are the rights that attach to those sharesand then there'll be other clauses in the shareholders agreement likeWhat happens if the company wants to agree to pay third parties or enter intoloans? Can that be done by just the majority shareholder? orDoes the consent of all shareholders needto be required or compelled? So you just you really need to understand all ofthat and how it works so that you can understand that if you were buying intoa business. How can you be taken for a ride?Harsh words but you understand what I'm getting at ornot, or actually whether you'll be fine. Okay let's keep moving. So Sweat Equity is a great one withShareholders agreement in terms of you may have employees who you pay them asan employee under an employment agreement.But you may say to them, "Look if you hit certain milestones or if you provideemployment services to the company for a period of time.Then we will then gift or grant you shares in the company.and so that's as I mentioned a share vesting type regime. Where the shareswill vest in that employee at certain points intime or once certain milestones are met and that can all be set out in theshareholders agreement. This is just a follow-on from that slidewhich basically says you can have shareholders who are alsoemployees, there's no issue with that. The question then becomes how are theygetting paid are they getting paid through the vesting or granting ofshares or are actually being paid as an employee orare they getting both? Next adding or removing shareholders.Okay so the Shareholders agreement shouldset out the process for adding or removing shareholders.So it will say things like Where a shareholder wants to sell?What is the process? and it should also say What is the processwhere a new person or investor wants to come into the shareholders agreement? You always want the incoming personwhether they're an investor or just a new standard shareholder.You always want the new incoming person to be bound by the existingShareholders agreement. And that is easily done by having them sign what'scalled the Deed of a Session. So every shareholders agreement usuallyI said every but 95% of them have ina schedule or an election at the end of the Shareholders Agreement.They will have what's called a Deed of a Session. Sothat is the document that an incoming party signs. And by signing the deed of a session that is their way of saying thatthey agree to be bound by the terms and conditions of the shareholders agreement.So if you ever see a deed of a session on a shareholders agreement that is whatthat is for and you should always use them.Otherwise the new incoming person will not be bound by the Shareholdersagreement. Yet all the other pre-existing shareholders will be andthat is a position you do not want to be in. So can you avoid being diluted? So let'ssay a new investor comes in, they tip in some money into the business.Will that dilute your shares? And the answer is -it could.Depending on what is said in the Shareholders Agreement because you mighthave the right to match the investorsinvestment. But in saying that you still need to front up the moneyor put up the money to be able to buy more shares and if you can't do thatthen sure your shares may be diluted but as I said the Shareholders agreementshould set all of that out. Do you have share restrictions? Yes. You should! In other words generally mostshareholders agreements obligate a selling shareholder to offertheir shares to the remaining shareholdersbefore they try and sell them to someone or a third party.The other thing too is that often a person will not be able to sell theirshares if they don't receive the consent of thedirectors. That is not as common usuallyif a selling or a party wants to sell their shares they are able to do so theygenerally don't need the consent of the directorsbut what they do have to do is offer the sharesfor sale to the other existing shareholders. And mostshareholders agreements will say that the selling shareholder offerstheir shares to all remaining shareholders and if any of theremaining shareholders do not want to buy the shares that havebeen offered to them then the other remaining shareholderswho do want to buy the shares actually have the ability to purchasethe additional shares that would have been allocated to theremaining shareholder that said No. I hope that makes sense. So if you've gota person selling 20% of the company to fivepeople so there's six people in the company but this one shareholder has 20% they then offer their 20% to the otherremaining five which means each each party would get four shares ifthere were 100 shares. So if one of those shareholders who'sbeen offered the four shares decides not to buythe shares. Then their four shares are usually offered equally,to in this case the other remaining shareholders who do want to buy.So let's say of the five, four one to buy the fifth doesn't, then the fifthperson's shares in this case which are four shares gets offered to the otherfour shareholders which are one share each. So then those remainingfour would then have the ability to buy fiveshares. I hope that example was clear as muchbecause I think she was pretty hard to work out. Okaywhat a buy-sell provisions so buy sell provisions set out house sharesmay be bought or sold. Now as I have mentioned before don't confuse this with a Buy Sellagreement. So a Buy Sell agreement will be triggered.It's a different document and it triggers when certain events happenbetween usually partners but buy sell provisionsin the shareholders agreement adjust the clauses that deal with the actualpurchase or sale of shares and what happens if a shareholderbecomes insolvent disabled they retire do any of thoseevents trigger the disposal of the shares theshareholders agreement should set all of that out. If someone wants to retire what happenswell once again no surprise here if you've been paying attention thiswill all be set out in the shareholders agreement and what Ishould also specify is that there is no right or wrong toany of this in terms of there are processes and procedures thatare more common and fairer than others but there is noright or wrong and you can actually have anything youlike. As long as it's not illegal but anythingyou like in your Shareholders Agreement. So what happens if a shareholder dies?Well this can actually be quite complex because if it's not dealtwith in the Shareholders Agreement. Then the shares will then form an asset ofthat deceased person's estate and the shareswill pass in accordance with their will and so what that could meanis that the remaining shareholders in the companyare actually then in business with the newincoming recipient from the deceased estates will.Makes sense, so one of the shareholders diesleaves all the shares to their daughter the daughterwould now be a shareholder in the companyand as I mentioned before not necessarily obligated to theshareholders agreement you'd have to check thatbecause they really should sign a deed of a sessionbut that as i said may not be the case because it can all be specified in theapplicable shareholders agreement. Shareholder disputes These are common and that's why it's really good to have a shareholdersagreement because if there is a shareholders agreement it will just itwill describe what you are to do in the event of dispute.Is a shareholders agreement legally binding? Well the answer is -Yes it is acontract. So as long as you satisfy the standard and basicrequirements of contract law offer, acceptance, consideration all thosesorts of things and the document is appropriately signed. Then -Yes it will bebinding and it will be binding on allshareholders who sign the Shareholders Agreement. So don't forget that point is that itmust be signed initially by all shareholders who you want to bind to theagreement and for new incoming people they arebound by the shareholders agreement by signing that deed of a session.So if it's breached this should be set out. So if one of the shareholdersbreaches the agreement, for instance, they don't pay money when they're meant to. Then this should be set out in theshareholders agreement as to what is to happen to them.Generally you can do things like, withhold their ability to vote.As in nullify their voting rights until such time asthe breach is rectified. If there's a dispute or adisagreement then as I said before the Shareholders Agreement should specifyhow that is to be dealt with. Can a shareholder be forced out?It is possible for example if new shares are issued which dilute the interest ofan existing shareholder then that shareholder may find that theyactually have or no longer have the voting power theyonce had and then on that basis the new sharehold not the new but the shareholders who now have increasedvoting rights could pass a resolution to force thatshareholder out of the company and compel the sale of their shares butthat is a drastic or a randomtype. Example and a well-drafted Shareholders Agreement canprotect against that. So while it sounds like a scary thing tohappen. Generally it can't happen in most standards Shareholder Agreementtemplates you see. Yes they can. There are certainrequirements that you have to notify all directors about directors meetings butshareholders meetings can be held in secret but what you need tounderstand is that while they can meet in secret for a meeting of shareholders to be valid under the Corporations Actthen notice that the meeting must go out to allshareholders and if that meeting notice is notgiven to all shareholders then the meeting is not a valid meeting for thepurposes of transacting certain matters under the act or underthe Shareholders Agreement. Okay moving right along. How canshareholders agreements be terminated? Well with any contract if you have theagreement of the parties in this case if you have the agreement of the othershareholders then it can be terminated. They automatically terminate generallyif the company well actually they do terminateif the company is wound up because there is no companyleft to be a shareholder of. Generally the Shareholders Agreementwill say that the agreement itself terminates if all shares are transferredto a single shareholder. Which makes sense theoretically becauseshareholders agreements are only relevant fortwo or more parties and if there's only one person owning all the shares thenthere is no reason for a shareholders agreement.Often the shareholders agreement will say if you have an IPO or gopublic you that will terminate the Shareholders Agreement. And that has been a guide toShareholders Agreements I hope you found that useful as you cansee there is a fair bit of information or knowledge requiredwith Shareholders Agreements and if you do want to do it yourselfthat's fine just go and buy a decent templatesomewhere. There are pretty some good sites around on the internet. But just bear in mind that they are abit more complex than normal and there can be issues that arise. Anyway Ihope you have found that helpful. Thanks very much!

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