5 Must-Have Provisions for Shareholder Agreements in New York and New Jersey

As a business owner in New York or New Jersey, a shareholder agreement is a crucial legal document that can protect your business and ensure that the shareholders’ rights are clearly defined. A shareholder agreement outlines the rights and obligations of each stock owner and can help to prevent disputes and conflicts down the line. Here are 5 crucial provisions of a shareholder agreement for a New York or New Jersey corporation:

1. Ownership and Transfer of Shares

This provision outlines how shares can be transferred, who has the right of first refusal, and any restrictions on the transfer of shares. This provision can help to prevent unwanted shareholders from acquiring a significant stake in the company and can ensure that the current shareholders have the opportunity to buy shares from other shareholders before they are sold to third parties.

2. Management and Control of the Corporation

This term outlines how the business will be managed and controlled. It can help to prevent conflicts between shareholders and ensure that decision-making is clear and transparent. If drafted correctly, it should outline who has the right to make decisions, how decisions will be made, and what types of decisions require unanimous consent from all shareholders.

3. Dividends and Distributions

Theis contractual clause outlines how profits will be distributed to shareholders. It can help to prevent conflicts between shareholders and ensure that profits are distributed fairly. It should also outline how profits will be distributed, what types of profits will be distributed, and any restrictions on the distribution of profits.

4. Shareholder Rights and Obligations

This contractual term outlines the rights and obligations of each shareholder. If drafted correctly, it should prevent conflicts between shareholders and ensure that each owner understands their rights and obligations. It should also outline voting rights, inspection rights, and the right to receive financial information about the corporation.

5. Dispute Resolution

This provision directs how disputes between shareholders will be resolved. This provision can help to prevent conflicts from escalating into a business divorce and ensure that disputes are resolved in a timely and fair manner. Sometimes these provisions require the shareholders to negotiate in good faith or participate in mediation or arbitration procedures, and will always clearly state which state’s law governs the contract.


By including the above provisions in your shareholder agreement, you can help to prevent conflicts and ensure that your corporation is managed effectively. It is important to work with a reputable New York or New Jersey business lawyer who can help you draft a shareholder agreement that is tailored to your specific needs.

Russo Law LLC is experienced in handling a wide range of business law matters and corporate governance, including shareholder agreements, for businesses of all sizes and can help you protect your interests and achieve your business objectives.


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