Shareholders' agreements
A good shareholders' agreement prevents arguments when things change. We prepare it to fit your project.
What it involves
A shareholders' agreement (pacto de socios) is a private contract between the partners of a company that complements the articles of association. It sets out how important decisions are made, how much time each partner commits, how profits are shared and what happens if a partner wants to leave, dies or does not keep to what was agreed.
Is this your case?
- You are going to set up a company with friends, family members or colleagues.
- An investor is coming in and wants clear terms.
- One of the partners works in the company and the other only puts in money.
- You have already had disagreements and want to stop them from escalating.
How we help
We talk to all the partners to understand the project and what concerns each of them. We draft a tailor-made agreement with clauses on decision-making, partners leaving, valuation of shares, non-competition and conflict resolution. We check that it does not clash with the articles of association and, where appropriate, suggest moving some rules into them. We can help you in Spanish, Arabic, Tamazight, French and English, at our offices in Tenerife, Gran Canaria, Málaga and Barcelona or online, wherever you are in Spain.
If you are just starting out, we also help you with company formation; and if a partner wants to leave, with the sale of shares.
Frequently asked questions
- What is the difference between the articles of association and a shareholders' agreement?
- The articles of association are public, are registered at the Companies Registry (Registro Mercantil) and bind the company. The shareholders' agreement is private and allows the relationship between the partners to be set out in more detail. Ideally, the two documents should fit together.
- Can a shareholders' agreement be signed once the company is already up and running?
- Yes, at any time, as long as the partners agree. Many companies sign one when a new partner comes in or when the first disagreement arises.
- How does the agreement protect a partner who lives outside Spain?
- It can set how and in which language they are kept informed, how they vote remotely or what happens if they decide to leave. We adapt the agreement to partners from different countries and explain it to them in their language.
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A first conversation — confidential and without obligation — to understand whether we can help, and how.
We speak Spanish, Arabic, Tamazight (Berber), French and English.