International legal and tax firm · Andorra · Madrid · Barcelona · Toulouse
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Commercial Law · Corporate Governance

Shareholders’
Agreements

Barcelona · Madrid · Andorra · Toulouse

Advice on the drafting, negotiation and review of shareholders’ agreements for startups, family businesses, investors and capital funds. We protect your investment and ensure the stability of the business project.

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Complete shareholders’ agreement
Drafting tailored to the corporate structure, the interests of each shareholder and the medium and long-term strategy.
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Investment protection
Drag-along, tag-along, anti-dilution and pre-emption clauses for investors.
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Startups and investment rounds
Scalable agreements, prepared for future rounds and exit processes. Aligned with venture capital standards.
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Family businesses and groups
Integrated family protocol, orderly succession and corporate governance to protect the business legacy.
Service available in:
What is a shareholders’ agreement

An essential
tool for
every company

The shareholders’ agreement, also known as a parasocial agreement, is a private contract between the shareholders of a company that governs matters that go beyond the articles of association. It anticipates conflicts, protects the investment and ensures the long-term stability of the business project.

Our advice goes beyond contractual drafting: we analyse the corporate structure, the interests of all parties and the medium and long-term strategy in order to design an agreement that is genuinely useful.

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When is a shareholders’ agreement necessary?
From day one in a startup with several founders. In any family business with two or more shareholders. Before an investment round. In M&A transactions or when new shareholders come on board.
How does a shareholders’ agreement differ from the articles of association?
The articles of association are public and have corporate effect. The shareholders’ agreement is private, confidential and may regulate matters that the articles cannot, such as veto rights, lock-up obligations or valuation formulas in the event of exit.
Is it legally binding?
Yes. The shareholders’ agreement has full legal effect between the signing parties. Breach can give rise to damages and legal action. Proper drafting is essential for it to be enforceable.
How long does it take to draft?
Depending on the corporate complexity and the number of shareholders, between 1 and 4 weeks. Our team speeds up the process with structured methodologies and reference templates tailored to each type of company.
Key clauses

What a well-drafted
agreement includes

We advise on the negotiation and drafting of every essential clause, tailored to the real profile of each company and its shareholders.

01
Rights and obligations of shareholders
Definition of the political and economic rights of each shareholder, dedication, non-compete and confidentiality obligations.
Corporate governance
02
Decision-making
Qualified majorities, veto rights, reserved matters and deadlock-resolution procedures in the event of a corporate deadlock.
Investor protection
03
Drag-along and tag-along
Drag-along clause to facilitate the full sale of the company. Tag-along clause to protect minority shareholders.
M&A · Exit
04
Transfer of shares
Pre-emption rights, rights of first refusal, preferred acquisition and lock-up. Control over the entry of new shareholders and third parties.
Corporate control
05
Dividend and financing policies
Profit distribution criteria, reinvestment obligations, capital calls and financing conditions between shareholders.
Financing
06
Exit and resolution mechanisms
Exit scenarios, valuation formulas, shoot-out clauses and dispute-resolution procedures between shareholders.
Exit strategy
Who it is for

Shareholders’ agreements for
every type of company

We tailor the shareholders’ agreement to the real context of each company, also considering personal, family and wealth factors when relevant.

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Startups and founding shareholders
Scalable agreements from the seed phase, prepared for investment rounds and compatible with venture capital standards. Vesting, cliff and protection of the founding team.
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Investment funds and private equity
Protection of invested capital through anti-dilution clauses, liquidation preference, information rights and reinforced corporate governance for financial investors.
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Family businesses
Integration with the family protocol, planning of business succession and conflict-resolution mechanisms tailored to the reality of family groups.
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Joint ventures and alliances
Agreements between companies cooperating on a joint project, with a clear definition of responsibilities, contributions, governance and exit conditions for each party.
Our process

How we work on
the shareholders’ agreement

01
Initial consultation
Analysis of the corporate structure, the profile of each shareholder and the objectives of the project.
02
Proposed structure
Design of the key clauses tailored to the specific case and presentation to the parties.
03
Negotiation
Support throughout the negotiation between shareholders, technical mediation and balance between interests.
04
Final drafting
Definitive document containing every agreed clause, reviewed by our legal team.
05
Signing and follow-up
Support at signing and ongoing availability for future revisions as the company evolves.
FAQ

Frequently
asked questions

Any further questions? Free consultation with no obligation.

Free consultation
Is a shareholders’ agreement mandatory?
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It is not legally mandatory, but it is strongly recommended in any company with more than one shareholder. Its absence is one of the leading causes of corporate disputes that end in costly litigation or in the dissolution of the company. Drafting it from the outset is always more economical than resolving a conflict without one.
What is a drag-along clause?
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The drag-along clause obliges minority shareholders to sell their shares when the majority shareholders decide to sell the company to a third party, on the same economic terms. It is essential for facilitating the full sale of the company in M&A transactions.
What is the difference between drag-along and tag-along?
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They are complementary clauses. Drag-along protects the majority (it can drag the minority into a sale). Tag-along protects the minority (it can join the majority’s sale on the same terms). Both are usually included in any well-structured shareholders’ agreement.
Can a shareholders’ agreement be amended once signed?
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Yes, with the agreement of the signing parties. It is advisable to review the agreement at key moments: entry of new shareholders, investment round, change of strategy or succession. Our team offers a service to review and update existing agreements.
How much does it cost to draft a shareholders’ agreement?
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The cost depends on the corporate complexity, the number of shareholders and the clauses to be negotiated. We provide a detailed quotation after the initial free consultation. In any event, the cost of a well-drafted agreement is always lower than the cost of resolving a corporate dispute without one.

Shareholders’ agreements in our jurisdictions: what they are and why they are essential

The shareholders’ agreement is one of the most important legal instruments in company law. It is a private and confidential agreement entered into by all or some of the shareholders of a company, governing aspects of the corporate relationship that go beyond what is set out in the articles of association.

Unlike the articles of association, which are public and filed with the Commercial Registry, the shareholders’ agreement is a private document between the parties, granting greater flexibility to regulate sensitive matters such as veto rights, valuation formulas in the event of exit, lock-up obligations or non-compete clauses.

Shareholders’ agreement for startups: keys to an investment round

In the startup ecosystem, the shareholders’ agreement is a fundamental document from the very first days. Venture capital investors and business angels routinely require a robust shareholders’ agreement to be in place before closing any investment round.

A shareholders’ agreement for startups must address founder vesting, anti-dilution clauses to protect investors, information rights, corporate governance and exit mechanisms, preparing the company for future rounds or acquisition processes.

Shareholders’ agreements in family businesses

In family businesses, the shareholders’ agreement performs an additional function: it allows the coexistence between the family and the business to be managed, governing matters such as the transfer of shares between generations, the criteria for the incorporation of family members into management or the mechanisms for resolving family conflicts with a corporate impact.

We work in coordination with the family protocol to ensure that the shareholders’ agreement and the protocol are consistent and reinforce each other.

Contact

Let’s talk about
your shareholders’ agreement

First consultation free and without obligation. We analyse your corporate situation and propose the most suitable clauses for your specific case.

📞 +34 684 10 10 41
✉️ info@jurisserv.com
🌐 Barcelona · Madrid · Andorra
Free consultation on shareholders’ agreements
We will respond within 24 working hours
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