Shareholders Agreement
Shareholders Agreement
Shareholders Agreement
City of Manila )
SHAREHOLDERS AGREEMENT
1. THIS AGREEMENT is made this 15th of May 2021, by and among the following individuals
cons tu ng the majority shareholders of XYZ CORPORATION:
2. The SHAREHOLDERS listed above own the number of shares of common stock, and
percentage of company ownership, as listed below:
1 10,000 10%
2 10,000 10%
3 10,000 10%
4 10,000 10%
5 10,000 10%
6 10,000 10%
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WHEREAS, the above listed SHAREHOLDERS desire to agree to certain ac ons to be taken to
protect the value of their holdings, IT IS AGREED:
2. All future purchases of the same class stock by the signatories to this Agreement shall also
subject the newly purchased shares to this Agreement. The SECRETARY of this agreement shall
be no ed of any future purchases of shares.
3. In the event that the CORPORATION shall reorganize or recapitalize, then the Agreement shall
con nue to be in force with the security or securi es issued in lieu of this class being subject to
the Agreement.
4. If any SHAREHOLDER transfers his shares, the SHAREHOLDER shall be required to have the
transferee execute this Agreement. All shares subject to this Agreement shall be conspicuously
endorsed with the following restric ons:
“These shares are subject to restric ons contained in a Shareholders Agreement dated 15 May
2021. A copy may be obtained from 1, whose address is Unit ___, Balagtas Royale Mansion,
Balagtas St., Pasay City.”
5. All signatories to this Agreement shall no fy the SECRETARY of any transfer, and provide a full
copy of the documents of transfer to the SECRETARY.
6. All shares subject to this Agreement shall be voted for the following candidates for the o ces
stated:
7. In the event that the individuals set forth above are unwilling or incapable of serving, then a
vote of the SHAREHOLDERS shall be taken for new candidates, all of whom shall be signatories
to this Agreement, then holding stock in the CORPORATION. A majority vote shall be necessary
with votes being counted by ONE vote per share owned on vo ng date by the party vo ng.
8. In the event of failure to obtain a majority, a run o will be held among the top two nishers.
In the event that no signatory is willing or eligible to serve, and all signatories decline to run, a
non-signatory may be nominated, and elected by a simple majority with votes being counted by
ONE vote per share owned on vo ng date by the party vo ng.
9. The par es hereto agree that they shall not sell any of the shares covered by this Agreement
unless it is at a minimum price of Php1,200.00 per share. In the event of a recapitaliza on, the
price shall be adjusted so that equivalent units of stock are subject to the same minimum price
as stated above.
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10. In the event that any SHAREHOLDER desires to sell any part of their holdings to an individual
not a signatory to this Agreement, they shall obtain such bona de o ers as they may desire,
and report the o ers in wri ng to the SECRETARY, and shall mark the o er which they desire to
accept. The SECRETARY shall then no fy all of the signatories of the proposed o er, and any
signatory shall be en tled to a right of rst refusal to purchase the shares on the same terms as
the accepted o er within een (15) days. In the event that more than one signatory is desirous
of purchasing, the shares shall be sold pro-rata to each SHAREHOLDER desiring to purchase the
same.
11. This Agreement shall be binding upon the successors of the signatories.
1 2
3 4
5 6
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ACKNOWLEDGMENT
BEFORE ME a Notary Public, for and in the above jurisdic on, this 15th of May 2021,
personally appeared the following persons:
known to me to be the same persons who executed the foregoing instrument and they
acknowledged to me that they have freely signed the said instrument and that the same is their
free and voluntary act and deed.
WITNESS MY HAND AND SEAL, at the place and on the date rst above wri en.
ATTY. XXX
Notary Public
For and in the City of Manila
Appointment No. _________
Commission Expires on 30 June 2021
Roll of A orneys No. _____
MCLE Compliance No. __________
PTR No. MLA _______/ 06 January 2021/ Manila
IBP No. ____/ 23 December 2020/ Manila
Units 701 and 702, 2738 United Na ons Avenue
Malate, Manila
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Position Candidate