Shareholders Agreement for a New Company or Startup - Template and Main Elements

Sep 16, 2026

A shareholders agreement template for a new company or startup that governs internal relations among shareholders and establishes dispute resolution channels. It outlines when and why to sign the agreement before incorporation and, if needed, at incorporation, including checks against articles of association and local commercial and corporate laws. Key provisions cover capital and share subscriptions, dividends, corporate governance, shareholder entry and exit terms, duties, remuneration, expenses, exclusivity and non-competition, intellectual property rights, and preferential purchase rights.

LanguageEnglish

CategoryLetters

FormatPDF

Pages4

Reading Time2 min

AccessFree to download

Overview

Purpose and timing of signing

Private contract or public deed

Essential elements

Capital and dividends

Corporate governance

Incorporation, departure, duties, remuneration

Expenses, exclusivity, non-competition

Intellectual property rights and preferential purchase

SHAREHOLDERS AGREEMENT FOR A NEW COMPANY OR STARTUP: TEMPLATE AND MAIN ELEMENTS The Shareholders Agreement for a new company or startup is an agreement signed by the Shareholders whose purpose is to govern the internal relations within the company, as well as to establish the dispute resolution channels of any conflicts which may arise. Whereas a Shareholders' Agreement may be executed at any given moment during the life of a company, the most appropriate course of action is to sign same prior to the incorporation thereof for the purposes of laying the foundations of the future relationship between the Shareholders and to that end to avoid uncertainties, disagreements and, all things considered, possible conflicts which may jeopardise the running of the company. Another option is to execute this agreement, coinciding with the company's own incorporation. PRIVATE CONTRACT OR PUBLIC DEED It is recommended that this document be signed by all the Shareholders of the future company and for endowing same with more relevance and assurance, to be recorded in a public deed before a Notary Public. In this regard, upon the incorporation of the company, it is necessary to verify that the aspects which are regulated in the Shareholders' Agreement are not contrary to the Articles of Association of the company to be incorporated, as well as to the commercial code and the laws governing the businesses in the country where the new company shall be incorporated. ESSENTIAL ELEMENTS The Shareholders Agreement for a New Company or Startup must be adapted to the type of business that will be created, as well as to the needs and demands of the partners that will share effort, capital and benefits. The essential elements which must be convened upon in a Shareholders Agreement are as follows: Capital: the amount of capital must be set and, in particular, the number of equity shareholdings tobe subscribed by each Shareholder. Ideally, there should be parity between all Shareholders, but need not be necessarily so, depending on the dedication and responsibilities assumed by each Shareholder. Dividends: it is not usual for profits to be obtained in the initial stages of a company; generally there are losses which must be covered with capital increases in order to continue to grow as quickly as possible until obtaining profits Nevertheless, it may be the case for obtaining profits in the first years (which is really the objective of every company) reason why in the Shareholders' Agreement the percentage in which it is divided, and who decides same must be regulatedIt may be that, as a rule, a specific % is divided or that the Board of Directors must approve same, or that a Shareholder has a preference/priority to collect same. Corporate Governance: the set of rules which are stipulated to resolve conflicts and deadlocks in decision-making, in particular the most appropriate bodies, such as the Shareholders' Meeting and the Board of Directors. Incorporation and departure of Shareholders: it is necessary to include a series of terms and conditions to regulate not only the relationship between the founding Shareholders, but likewise for the incorporation of new Shareholders and likewise as regards investors. In the event that a Shareholder leaves the company, the agreement must convene on the terms and condition of the outgoing shareholder, how same affects the shares he/she owns and, otherwise, a permanency commitment or some type of condition such as the payment of a compensation is stipulated. Duties of each shareholder: for the purposes of avoiding possible misunderstandings, the agreement must stipulate the offices, responsibilities, duties and including, the time of dedication of each Shareholder. Remuneration: ideally the founding Shareholders of a company must have the same remuneration as regards salary and incentives, but if different offices and responsibilities are stipulated, the remuneration must be different; hence th

FAQs

What is the main purpose of a shareholders agreement for a startup?

It governs internal relations among shareholders and establishes dispute resolution channels for conflicts that may arise within the company.

When is it recommended to sign the shareholders agreement?

Signing is recommended before incorporation to set the foundations for the future shareholder relationship, though it may also be executed in line with the company’s incorporation.

Which essential clauses are typically included in the template?

The agreement covers capital and share subscriptions, dividends, corporate governance, shareholder incorporation and departure, shareholder duties, remuneration, expenses and approval limits, exclusivity, non-competition, intellectual property rights, and preferential purchase rights.

Sep 16, 2026

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