FAQ
Can I use a shareholder agreement to override my company’s bylaws?
A shareholder agreement is a private contract between owners and typically takes precedence over bylaws for matters it explicitly covers, like voting rights or transfer restrictions. However, it can’t override statutory requirements (e.g., corporate law) or provisions in your Articles of Incorporation. Always consult a lawyer to ensure alignment with your state’s business laws and your company’s governance structure.
What’s the difference between a ‘buy-sell agreement’ section and ‘drag-along rights’ in these templates?
A buy-sell agreement outlines how shares are transferred when a shareholder leaves (e.g., death, voluntary sale) and often includes a pre-set valuation method. Drag-along rights, meanwhile, let majority shareholders force minority shareholders to sell their shares if the company is acquired. The templates separate these because drag-along rights are investor-focused (e.g., for attracting buyers), while buy-sell agreements are owner-protection tools.
Do these templates include provisions for protecting intellectual property created by shareholders?
Most templates focus on equity, governance, and exit terms, but some include broad IP assignment clauses requiring shareholders to assign inventions to the company. For tech or creative businesses, you may need to supplement with a separate IP agreement. Look for templates labeled ‘startup-focused’ or check the ‘miscellaneous clauses’ section—these often address IP ownership triggers like ‘invention during employment’ or ‘independent contractor’ scenarios.
Comments
Join the conversation
Sign in to share your thoughts and leave a comment on this resource.
