The shareholders agreement deals with the cooperation of shareholders in detail. This agreement contains specific agreements regarding the day-to-day business of the shareholders. A shareholders agreement may contain agreements on, for instance, the division of tasks between the parties involved, the payment of dividend, the funding of the company, the appointment of (future) directors, the obligation to vote on certain topics, the involvement of parties in competitive activities and the transfer and/or sale of shares. Many subjects can be dealt with in the articles of association. So why not lay down all agreements in the articles of association? Why conclude a shareholders agreement as well? There are two reasons:
- The arrangements made in the shareholders agreement are not public, and
- The arrangements made in the shareholders agreement can be amended more easily.