In this clause, you should specify how many directors you will have and who they will be. They should also carefully describe their job description and specify the decision-making power they have, how they are appointed, and the rights of shareholders to appoint or remove directors. (the above give shareholders some influence in the event that a useless candidate is appointed. First, this should not be a problem, as shareholders also act as directors.) In general, the majority of shareholders (51%) is required to appoint and remove directors from the board of directors, allowing effective control of the company. This means, however, that a minority shareholder is not entitled to be represented on the board of directors, although he may hold up to 49% of the shares. In this case, a shareholder pact may give a minority shareholder the right to appoint a director if he or she holds a minimum share of shares (for example. B 25%). A “restricted activities” clause in a shareholder pact may also require a “super majority” of shareholders (for example. B 75% or more) before making certain decisions. B, such as closing a large-scale transaction, hiring large employees, distributing dividends or issuing other shares.
This will ensure that minority shareholders retain some control over corporate governance. A SHA will generally indicate the number of original board members (and often their names and other details) and sometimes the rights of some shareholders to appoint a certain number of board members. Other shareholders, without the right to appoint directors, must vote in accordance with the company`s by-law. When a company lends money, the lender will often ask shareholders for a guarantee. (Note: The conclusion of a loan agreement is usually reserved.) Assuming that all signatories have accepted the company`s conclusion of the loan agreement, the shareholders wish to limit their liability in relation to their participation. Thus, if 100 shares were issued and one shareholder had 10 shares and the other 90, their liability to the bank would be 90/10, with the owner of the 90 shares taking 90% of the responsibility. Where possible, shareholders should avoid a joint and several guarantee, as their final liability could be disproportionate to their shareholding in the company.