Shareholders Agreement Template Philippines

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (the “Agreement”) is made and entered into this [Date] day of [Month], [Year], in [City/Municipality], Philippines, by and among:

[Company Name], a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office address at [Office Address] (the “Corporation”);

AND

[Shareholder Name], of legal age, with address at [Address] (the “Shareholder”);

(Individually referred to as a “Party” and collectively as the “Parties”).

RECITALS

WHEREAS, the Corporation is authorized to issue [Number] shares of common stock with a par value of [Currency/Amount] per share;

WHEREAS, the Parties desire to establish their mutual rights, obligations, and restrictions regarding the ownership, management, and operation of the Corporation;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, the Parties agree as follows:

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1. OPERATIONAL DEFINITIONS

1.1. “Act” shall mean the Revised Corporation Code of the Philippines (Republic Act No. 11232), as amended.

1.2. “Business Day” means any day other than a Saturday, Sunday, or a public holiday in the Philippines.

1.3. “Shares” means the common stock of the Corporation held by the Shareholders.

1.4. “Transfer” means any sale, assignment, encumbrance, pledge, or other disposition of Shares, whether voluntary or involuntary.

1.5. “Board” means the Board of Directors of the Corporation.

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2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1. Capital Contributions. Each Shareholder shall contribute [Currency/Amount] to the capital of the Corporation in exchange for [Number] of common shares, representing [Percentage]% equity interest.

2.2. Board Representation. Each Shareholder shall be entitled to nominate [Number] director(s) to the Board, subject to the requirements of the Act and the Corporation’s By-Laws.

2.3. Pre-emptive Rights. In the event the Corporation proposes to issue additional shares, each Shareholder shall have a pro-rata right of first refusal to subscribe to such issuance to maintain their percentage ownership.

2.4. Right of First Refusal (ROFR). No Shareholder shall Transfer any Shares without first offering such Shares to the remaining Shareholders at the same price and terms offered by a bona fide third-party purchaser.

2.5. Representations and Warranties. Each Party represents that: (a) they have the full legal capacity to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) the execution does not violate any existing contract or law.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1. Events of Default. A Default occurs if a Party fails to perform any material obligation herein or breaches any representation, provided such breach remains uncured for [30] Business Days following receipt of written notice from the non-breaching Party.

3.2. Remedies. Upon an uncured Default, the non-breaching Party may: (a) seek specific performance; (b) claim actual damages; or (c) terminate this Agreement upon written notice, without prejudice to accrued rights.

3.3. Buy-Sell Trigger. Upon the death, permanent disability, or insolvency of a Shareholder, the Corporation or the remaining Shareholders shall have the mandatory option to purchase the affected Shareholder’s interest at the Fair Market Value as determined by an independent appraiser.

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4. BOILERPLATE LEGAL PROVISIONS

4.1. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

4.2. Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements.

4.3. Force Majeure. No Party shall be liable for failure to perform due to causes beyond their reasonable control, including acts of God, war, or government regulation.

4.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

4.5. Dispute Resolution. Any controversy or claim arising out of this Agreement shall be settled by arbitration in [City], Philippines, in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI).

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5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[COMPANY NAME] By: ___________________________ Name: [Name of Authorized Signatory] Title: [Title]

[SHAREHOLDER NAME] By: ___________________________ Name: [Name] Title: Shareholder

SIGNED IN THE PRESENCE OF:

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Witness 1 Witness 2

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ) CITY OF _______________ ) S.S.

BEFORE ME, a Notary Public for and in the City of _______________, personally appeared:

1. [Name] with [ID Type/Number], issued at [Place] on [Date];
2. [Name] with [ID Type/Number], issued at [Place] on [Date];

Known to me to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL this [Date] day of [Month], [Year].

Doc. No. ____; Page No. ____; Book No. __; Series of 20.