While shareholders own a business, directors are responsible for overseeing the business. Shareholders do not need to be directors and directors do not have to be shareholders. However, a person can be both a shareholder and a director. This is especially common in start-ups, where co-founders are both directors and shareholders. In addition to simple compliance with the articles of association and statutory documents, there are other reasons why the shareholders of a company wish to supplement these two constitutional documents: shareholder agreements vary considerably from one country to another and from different business sectors. However, in a joint venture or a characteristic business creation, it is normally expected that a shareholders` agreement will settle the following questions: divorce: will your shares be automatically transferred to an ex-spouse if you divorce? In the absence of a shareholders` agreement, this could be a very real problem and the remaining shareholders could stay with a shareholder who does not care about the best interests of the company. If existing shareholders agree, new shares may be issued in certain circumstances. They may be spent on new employees to promote loyalty. In order to protect the rights of existing shareholders, shareholder agreements should include provisions on dilution and subscription rights. These provisions allow shareholders to retain their percentage of ownership of the company, for example by intervening with shareholders the right to purchase additional shares when issuing new shares. In the absence of such provisions, the ownership of existing shareholders could be diluted.
A shareholder who is part of a shareholders` agreement has the same powers, rights and obligations as a company director as well as commitments. This is in line with the shareholders` agreement on the powers of the director with regard to the management of the company and when the director is relieved of his duties. In many situations, a corporation, once it has submitted its articles, is managed by default entirely by the directors elected by the shareholders and by the senior officers appointed by the director(s) and therefore supervised by them. Typically, a „shareholders` agreement“ allows the company`s shareholders to change this default, and shareholders have the power to supervise and manage the business to the extent that it was reached in the agreement. . . .