英汉对照：股东协议_法律英语
shareholders agreement
agreement made this _____________ day of ______________, (year)____, between
____________________ corporation, having its principal office at
______________________________ ______________________________, and
_________________________ residing at ______________________________, and
_________________________ residing at ______________________________, and
_________________________ residing at ______________________________.
whereas, the above signed parties wish to promote the corporation''s interests
and secure their own interests by making provision to avoid future differences.
it is therefore mutually agreed that:
1. as long as each of the undersigned shareholders remains a shareholder in
______________________________ corporation, he or she will vote his or her
respective shares of stock in the corporation for each of the following named
directors.
1._____________________________
2._____________________________
3._____________________________
any of the above directors who cease to be a shareholder in the corporation
shall submit his or her resignation to the corporation when he or she transfers
his or her shares.
2. each of the undersigned parties agree that he or she shall will devote his or
her best efforts to the best interests and advancement of the corporation.
3. for the common interest of the corporation, the undersigned shareholders
agree to the following people appointed and elected as officers of the
corporation, as long as they remain shareholders of the corporation and perform
competently, faithfully, and efficiently.
_________________________________________
(president)
_________________________________________
(vice president)
_________________________________________
(secretary)
_________________________________________
(treasurer)
any of the foregoing officers who ceases to be a shareholder in the corporation
shall submit his or her resignation to the corporation when he or she transfers
his or her shares.
4(a). the undersigned shareholders agree any action taken at a meeting of the
shareholders that receives a vote in favor of less than ________% of the
shareholders may be subject to action from the dissenting shareholders. they may
require the other shareholders to either (1) rescind the action or (2) purchase
the shares of the corporation owned by the dissenter(s) at a price per share
computed on a pro rata basis according to section 4(d) of this agreement within
_______ days. the below undersigned shareholders agree that should their vote in
favor of the action be dissented from, they will either (1) rescind it, or (2)
purchase the dissenter''s shares computed on a pro rata basis according to
section 4(d) of this agreement within _______ days.
4(b). the undersigned shareholders agree that they will not sell, pledge,
assign, transfer, hypothecate, or otherwise dispose of the shares of stock owned
by any of them, unless the shares of stock have been first offered to the
corporation at a price computed on a pro rata basis according to section 4(d) of
this agreement. any such offer shall be made in writing and shall remain open
for the acceptance of the corporation for a period of no less than ______ days.
should the corporation accept the offer, it must agree in writing to purchase
the entire amount of stock offered and shall make a down payment comprised of
______% of the total purchase price. the remaining balance of the total purchase
price shall be paid as provided for in section 4(e) of this agreement. if the
corporation should choose not to purchase the shares within _______ days, the
shares shall be offered to the remaining shareholders on the same pro rata basis
as provided for in section 4(d) of this agreement. any such offer shall be shall
remain open for a period of ______ days and shall be made in writing. in the
event the remaining shareholders wish to accept the offer, they must agree in
writing to purchase any or all of their pro rata portion of shares, and make a
down payment comprised of _______% of the total purchase price. the balance of
the total purchase price shall be paid as provided in section 4(e) of this
agreement. if any shareholder should elect not to purchase his or her portion of
the shares, or should elect to purchase less than the full amount, the remainder
shall be offered to the other shareholders on the same pro rata basis as
outlined in section 4(d) of this agreement. after this offering to the remaining
shareholders, any amount of stock that remains unpurchased shall be considered
freely transferable and no longer subject to the provisions and limitations of
this agreement. this agreement shall not bar a sale, transfer, assignment, or
bequest shares of stock by one of the undersigned shareholders to a member of
his or her immediate family, who shall, however, take his or her stock subject
to all the provisions and limitations of this agreement.
4(c). the parties to this agreement agree that upon the death of
___________________, ________________________________, or
________________________________, the executors, administrators, or other such
legal representatives of the deceased shall, within ________ days, offer to sell
to the corporation all the shares of stock owned by the deceased at the time of
his or her death. it is the wish of the parties to this agreement that after the
qualification of the legal representatives of the deceased shareholder, his or
her family shall terminate any and all interest in the corporation and that any
and all members of the family to whom the deceased has left shares of stock
shall sell to the corporation all shares of stock owned by them within a period
of _______ days. the price per share shall be computed on a pro rata basis
according to the provisions of section 4(d) of this agreement.
4(d). the undersigned parties agree that as of this date one share of stock in
the corporation is worth $__________. it is the intention of the parties to
review this figure ________ times per year, and that the last agreed-upon figure
prior to a such transfer as described in sections 4(a), (b), or (c) shall be
binding and conclusive determination as to the value of the stock for such
purposes. (e) the purchase price shall be paid as follows: ______% in cash
within ________ days after the qualification of the legal representatives of the
deceased shareholder. _______% of the unpaid balance shall be paid within the
succeeding _________ days, and ______% of the still remaining unpaid balance
within ______ days. interest at the rate of ______% shall be calculated on the
outstanding unpaid balance. the corporation reserves the right to prepay the
whole or any part of the amount owed without the imposition of a premium or
penalty therefore.
5. the parties hereto agree that they will not dispose of their shares of stock
in such a way as to cause the termination of the corporation''s ability to be
taxed as an electing small business corporation under subchapter s of the
internal revenue code of 1954.
6. each certificate of stock of the corporation shall contain the following
information: transfer or pledge of these shares is restricted under a
shareholders'' agreement dated ________________, (year)____.
a copy of the agreement, which affects other rights of the holder of these
shares, will be kept on file at the office of the corporation at
_________________________________.
7. should any dispute arise between two or more of the parties to this agreement
as to their rights under any provisions of this agreement, the parties hereby
agree to refer such dispute to the american arbitration association, whose
decision on the questions shall be binding on the parties and shall be without
appeal.
8. the corporation is authorized to enter into this agreement by a resolution
adopted by the shareholders and directors, dated _____________________________,
(year)_____.
agreement made this _____________ day of ______________, (year)____, between
____________________ corporation, having its principal office at
______________________________ ______________________________, and
_________________________ residing at ______________________________, and
_________________________ residing at ______________________________, and
_________________________ residing at ______________________________.
whereas, the above signed parties wish to promote the corporation''s interests
and secure their own interests by making provision to avoid future differences.
it is therefore mutually agreed that:
1. as long as each of the undersigned shareholders remains a shareholder in
______________________________ corporation, he or she will vote his or her
respective shares of stock in the corporation for each of the following named
directors.
1._____________________________
2._____________________________
3._____________________________
any of the above directors who cease to be a shareholder in the corporation
shall submit his or her resignation to the corporation when he or she transfers
his or her shares.
2. each of the undersigned parties agree that he or she shall will devote his or
her best efforts to the best interests and advancement of the corporation.
3. for the common interest of the corporation, the undersigned shareholders
agree to the following people appointed and elected as officers of the
corporation, as long as they remain shareholders of the corporation and perform
competently, faithfully, and efficiently.
_________________________________________
(president)
_________________________________________
(vice president)
_________________________________________
(secretary)
_________________________________________
(treasurer)
any of the foregoing officers who ceases to be a shareholder in the corporation
shall submit his or her resignation to the corporation when he or she transfers
his or her shares.
4(a). the undersigned shareholders agree any action taken at a meeting of the
shareholders that receives a vote in favor of less than ________% of the
shareholders may be subject to action from the dissenting shareholders. they may
require the other shareholders to either (1) rescind the action or (2) purchase
the shares of the corporation owned by the dissenter(s) at a price per share
computed on a pro rata basis according to section 4(d) of this agreement within
_______ days. the below undersigned shareholders agree that should their vote in
favor of the action be dissented from, they will either (1) rescind it, or (2)
purchase the dissenter''s shares computed on a pro rata basis according to
section 4(d) of this agreement within _______ days.
4(b). the undersigned shareholders agree that they will not sell, pledge,
assign, transfer, hypothecate, or otherwise dispose of the shares of stock owned
by any of them, unless the shares of stock have been first offered to the
corporation at a price computed on a pro rata basis according to section 4(d) of
this agreement. any such offer shall be made in writing and shall remain open
for the acceptance of the corporation for a period of no less than ______ days.
should the corporation accept the offer, it must agree in writing to purchase
the entire amount of stock offered and shall make a down payment comprised of
______% of the total purchase price. the remaining balance of the total purchase
price shall be paid as provided for in section 4(e) of this agreement. if the
corporation should choose not to purchase the shares within _______ days, the
shares shall be offered to the remaining shareholders on the same pro rata basis
as provided for in section 4(d) of this agreement. any such offer shall be shall
remain open for a period of ______ days and shall be made in writing. in the
event the remaining shareholders wish to accept the offer, they must agree in
writing to purchase any or all of their pro rata portion of shares, and make a
down payment comprised of _______% of the total purchase price. the balance of
the total purchase price shall be paid as provided in section 4(e) of this
agreement. if any shareholder should elect not to purchase his or her portion of
the shares, or should elect to purchase less than the full amount, the remainder
shall be offered to the other shareholders on the same pro rata basis as
outlined in section 4(d) of this agreement. after this offering to the remaining
shareholders, any amount of stock that remains unpurchased shall be considered
freely transferable and no longer subject to the provisions and limitations of
this agreement. this agreement shall not bar a sale, transfer, assignment, or
bequest shares of stock by one of the undersigned shareholders to a member of
his or her immediate family, who shall, however, take his or her stock subject
to all the provisions and limitations of this agreement.
4(c). the parties to this agreement agree that upon the death of
___________________, ________________________________, or
________________________________, the executors, administrators, or other such
legal representatives of the deceased shall, within ________ days, offer to sell
to the corporation all the shares of stock owned by the deceased at the time of
his or her death. it is the wish of the parties to this agreement that after the
qualification of the legal representatives of the deceased shareholder, his or
her family shall terminate any and all interest in the corporation and that any
and all members of the family to whom the deceased has left shares of stock
shall sell to the corporation all shares of stock owned by them within a period
of _______ days. the price per share shall be computed on a pro rata basis
according to the provisions of section 4(d) of this agreement.
4(d). the undersigned parties agree that as of this date one share of stock in
the corporation is worth $__________. it is the intention of the parties to
review this figure ________ times per year, and that the last agreed-upon figure
prior to a such transfer as described in sections 4(a), (b), or (c) shall be
binding and conclusive determination as to the value of the stock for such
purposes. (e) the purchase price shall be paid as follows: ______% in cash
within ________ days after the qualification of the legal representatives of the
deceased shareholder. _______% of the unpaid balance shall be paid within the
succeeding _________ days, and ______% of the still remaining unpaid balance
within ______ days. interest at the rate of ______% shall be calculated on the
outstanding unpaid balance. the corporation reserves the right to prepay the
whole or any part of the amount owed without the imposition of a premium or
penalty therefore.
5. the parties hereto agree that they will not dispose of their shares of stock
in such a way as to cause the termination of the corporation''s ability to be
taxed as an electing small business corporation under subchapter s of the
internal revenue code of 1954.
6. each certificate of stock of the corporation shall contain the following
information: transfer or pledge of these shares is restricted under a
shareholders'' agreement dated ________________, (year)____.
a copy of the agreement, which affects other rights of the holder of these
shares, will be kept on file at the office of the corporation at
_________________________________.
7. should any dispute arise between two or more of the parties to this agreement
as to their rights under any provisions of this agreement, the parties hereby
agree to refer such dispute to the american arbitration association, whose
decision on the questions shall be binding on the parties and shall be without
appeal.
8. the corporation is authorized to enter into this agreement by a resolution
adopted by the shareholders and directors, dated _____________________________,
(year)_____.
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