In strict legal theory, the relationship between shareholders and those between shareholders and the company is governed by the company`s constitutional documents. [Citation required] However, if there is a relatively small number of shareholders, as in a startup, it is customary for shareholders to complete the constitutional document. There are a number of reasons why shareholders wish to supplement (or replace) the company`s constitutional documents in this way: a shareholders` agreement document deals with important issues such as the transfer of shares and the rights of shareholders and senior managers in order to ensure the proper functioning of the company. 2.2. The shares listed above represent the entire issued and pending share capital of the company. The company confirms to each shareholder the receipt of the full consideration for the shares listed above, and each shareholder confirms the obtaining of quotas representative of its shares. All shares listed above and any additional shares of the company`s share capital that may be acquired by shareholders in the future will be subject to this Agreement. Many entrepreneurs who create startups will want to design a shareholders` agreement for the first parties. This should clarify the original intentions of the parties; In the event of a dispute, as the company matures and changes, a written agreement can help resolve the issues by serving as a point of reference. Entrepreneurs might also want to include who can be a shareholder, which happens when a shareholder is no longer able to actively own their shares (for example.B. persons with disabilities, dying, resigning or dismissed) and who is entitled to be a member of the board of directors. Unlike the company`s articles of association, the shareholders` agreement is confidential. It covers key issues such as company administration, senior company executives, new share issuances, day-to-day management, decision-making and shareholder exit.

Shareholders should consider entering into a shareholders` agreement as soon as possible after the creation of the company or after the issuance of the first shares. A shareholders` agreement must have reasonable terms and cannot be used to deceive someone. Although a shareholders` agreement is designed to meet the needs of the company, it should nevertheless cover some important provisions, including: the agreement is often used to protect the rights and obligations of shareholders and to find a common legal basis for the company. 4.3 A member of the Board of Directors may not vote on contracts or matters in which the Member has a personal or material interest that may conflict with the Company. The member of the Management Board may participate in the consideration of the matter and bring his position to the world. . . .