Shareholders' agreement template for your company

What is a shareholders' agreement template?

A shareholders' agreement template is a ready-made legal document that governs the relationship between the owners of a company. The template covers the most important decision processes, the transfer of ownership interests and the handling of conflicts, and can be adapted to the specific company and group of owners.

The shareholders' agreement (also called an aktionæroverenskomst) is not mandatory, but is in practice essential for all companies with more than one owner. Without a shareholders' agreement, the ownership relationship is governed solely by the Companies Act and the articles of association, and that is rarely sufficient when conflicts arise.

Who needs a shareholders' agreement template?

You should use a shareholders' agreement template when:

• You form an ApS or A/S with one or more co-founders
• An existing owner wants to take on a new partner or investor
• You want to ensure that key decisions require agreement rather than a simple majority
• You want clear rules for what happens if an owner wants to exit
• You want to protect the company against an owner selling to a competitor

A shareholders' agreement template gives you the structure, and you adapt the content to your specific group of owners and business.

What must a shareholders' agreement template contain?

A complete shareholders' agreement template should cover the following main elements:

1. The group of owners and the distribution of ownership

State clearly:

• The names of all owners and their ownership interests (as a percentage)
• Whether there are class A and class B shares with different voting rights
• Rules for a capital increase, including whether existing owners have pre-emption rights

2. Board and management

Define the management structure:

• Who appoints the board members and director?
• Is a qualified majority (for example 2/3) required for appointment and removal?
• What are the director's powers and limitations?

3. Decision processes and voting rules

Specify which decisions require:

• Simple majority (over 50%), day-to-day decisions
• Qualified majority (2/3 or 3/4), for example a change of business area, large investments
• Unanimity, for example the sale of the company, taking on new owners

Without clear voting rules, a minority owner (for example with 30%) can be left powerless, while a majority owner steers the company in a direction not everyone agrees with.

4. Transfer of ownership interests

This is one of the most important sections in any shareholders' agreement template:

Pre-emption right, existing owners must have the opportunity to buy a departing owner's interest before it is offered to outsiders.

Lock-up period, the owners undertake not to sell their ownership interests for a defined period (typically 1 to 3 years). Especially relevant on formation or when taking on investors.

Tag-along right, a minority owner can demand to sell their interest on the same terms when the majority sells.

Drag-along obligation, the majority can require all owners to sell if a buyer wants to acquire 100% of the company.

Approval requirement, transfer to a third party requires the approval of the other owners.

5. Good leaver and bad leaver

A critical mechanism that establishes at what price a departing owner's interest is bought:

• Good leaver, the owner exits on "acceptable" terms: illness, retirement, agreement with the company. The interest is typically bought at market value.
• Bad leaver, the owner is dismissed for breach, breaks the non-compete clause or leaves the company prematurely. The interest is typically bought at a reduced price (for example net asset value or the acquisition price).

The definition of good/bad leaver is often the most contentious point of negotiation, it is worth spending time defining the criteria precisely.

6. Non-compete clause and non-solicitation clause

Establish clear restrictions for the owners:

• Non-compete clause, owners may not start or take part in competing businesses for a given period (typically 1 to 2 years after departure)
• Non-solicitation clause, owners may not contact the company's customers or employees with a view to taking them
• Confidentiality clause, owners are obliged not to disclose trade secrets

Note that when a non-compete clause is agreed between the owners as part of a shareholders' agreement (and not as part of an employment relationship), it is assessed under section 38 of the Contracts Act on reasonableness, not under the Employment Clauses Act.

7. Confidentiality and secrecy

In addition to the general confidentiality obligation, the template should specify:

• What is regarded as confidential information
• The duration of the confidentiality period after departure
• The consequences of a breach (a contractual penalty)

8. Deadlock mechanisms

What happens if the owners deeply disagree and no one can find a majority? A good shareholders' agreement template contains at least one deadlock mechanism:

• Negotiation and mediation clause, the parties try to resolve the conflict via mediation
• Russian roulette, one owner offers to buy the other's interest at a set price; the other can choose to accept or to buy at the same price
• Dissolution, as an absolute last resort the company is dissolved

9. Dividend and finances

Establish a clear policy for:

• Dividend, when and how much is distributed?
• Salary to owners who work in the company
• A requirement of approval for large investments or loans

10. Duration and changes

The shareholders' agreement typically applies for as long as all parties are owners of the company. State:

• The conditions for amending the agreement (unanimity is typically required)
• When the agreement automatically lapses

Shareholders' agreement template vs. articles of association, what is the difference?

	Shareholders' agreement	Articles of association
Public nature	Private (only the parties)	Public (Danish Business Authority)
Applies towards	Only the signatories	Everyone, incl. third parties
Flexibility	High	Limited
Amendment	Agreement between the parties	General-meeting resolution
Typical content	Pre-emption, good/bad leaver, non-compete	The company's purpose, capital, general-meeting rules

The two documents complement each other. Note that under section 82 of the Companies Act, a shareholders' agreement is not binding on the company or on the general meeting's resolutions. Make sure, therefore, that the two documents do not conflict, especially on questions of transfer and voting rights, and consider incorporating the most important matters into the articles of association where possible.

When should the shareholders' agreement be drawn up?

The answer is: as early as possible. Preferably on the formation of the company, before the owners have invested time and capital, and while the interests still coincide.

It is far harder to negotiate a shareholders' agreement when:

• The company is already well established and the owners' positions diverge
• An owner is about to exit under conflict-ridden circumstances
• An investor is about to come in and demands particular mechanisms

A shareholders' agreement template gives you a structured starting point, but adjust the content to your specific situation.

Create your shareholders' agreement with LegalDock

With LegalDock you create a professional shareholders' agreement tailored to your company's group of owners. Our template covers all the critical points, from pre-emption and good/bad leaver to non-compete clauses and deadlock mechanisms, and guides you step by step.

All owners can sign digitally, and the agreement is stored securely in your shared document archive.