Parties of the shareholder agreement

  • M.M. Syhydyn
Keywords: shareholder agreement, corporate law, corporate legal relations, business association, joint-stock company, founding agreement, civil law participants


The article is devoted to the composition of the parties in the shareholder agreement. The legal status of the shareholders and other parties of the corporate agreement is being investigated.
It is emphasized that a narrow understanding of the corporate contract was established in the doctrine of corporate law for a long time, according to which the parties to the shareholder agreement can only be shareholders of the company (all or several).
It is noted that the potential parties of the shareholder agreement are the participants of a corporate-type legal entity who possess the appropriate number of corporate rights in relation to it. They can be business entities, other participants in economic relations (consumers, state authorities and local self-government bodies endowed with economic competence, as well as citizens, public and other organizations), who act as company’s founders.
Attention is drawn to the fact that the subject composition of the corporate agreement has been expanded in the new Corporation Act: a shareholder agreement is an agreement under which the company’s shareholders undertake to exercise their rights and powers in a certain way or refrain from exercising them. At the same time, the joint-stock company (corporation) itself and third parties can also be additional parties to the shareholder agreement.
It is emphasized that today the approach to understanding the shareholder agreement in a broader sense has been established.
The author concludes that the parties of a shareholder agreement are: 1) shareholders and other participants in internal corporate legal relations: the company, members of the board, supervisory board or corporate secretary. Thereby, the prerequisites are created for the construction of such a structure of corporate governance at an individual company, which will best meet the requests of all groups of stakeholders (shareholders, the company, creditors, officials of management bodies); 2) participants in external legal relations, i.e. relations that arise in the course of the corporation’s business activities.