Shareholder agreement of an open joint stock company

Jun, 03 2024


A shareholders’ agreement is an agreement entered into by the participants of a joint stock company. The document defines the procedure and features of disposing of the rights that the company’s shareholders have. Refers to the type of intra-corporate civil law agreement. As a rule, shareholders agree on the procedure for creating management bodies, distribution of profits, decisions and other issues.

In this article, we examined in detail how and why an agreement is concluded. What questions might arise from this?

What a reason to make a shareholders’ agreement?

The term and definition appeared in legislation in 2014 with the publication of the Civil Code, Art. 67.2. In part 1 of Art. 32.1 of the Law “On Joint Stock Companies”. The definition basically duplicates the content of an economic agreement under the Civil Code of the Russian Federation, taking into account the shareholder structure.

The shareholders’ agreement is signed on behalf of all participants in the joint venture or partial shareholders, as well as other persons – banks or those terminating their activities in the event of attracting bank or external financing. For the latter, such agreements become effective in protecting interests in the eyes of the authors.

The agreement is defined:

  • Establishment of controls and establishment of rules for their protection.
  • Distribution of profits among shareholders
  • resolution of complex and conflict situations between shareholders and third parties, as well as between private shareholders.

Typically, goals are formulated as indicators that the company must achieve to reduce the period. It is also necessary to determine the consequences if any goals are not achieved by a specific time. This is important for stockholders and other stops.

Features of the agreement

When drafting a shareholders’ agreement, it is important to consider a number of legal aspects. All work of a joint stock company is governed by the charter, which is based on the corporate document, and also developed and signed by members of the community. The agreement between shareholders does not contradict the articles of association, and can also be used for clarification and must comply with its provisions.

The shareholders’ agreement is binding only on those who support it. Other members of society who do not support the agreement do not expect to comply with its terms. In this case, the participants who signed the document inform about this society within 15 days after signing. Otherwise, other participants may produce consequences if they prove that they were caused by the agreement.

Contents of the agreement

The shareholders’ agreement does not contain additional conditions provided for by law. According to paragraph 1 of Article 432 of the Civil Code of the Russian Federation, there is one mandatory point – the subject of the contract. It depends on the goals that shareholders are trying to achieve. This might be fair:

  • Coordinate your opinion with other shareholders before voting.
  • Buy or sell shares at a set price when certain events occur.
  • Do not sell shares until certain circumstances occur.
  • Coordinate other actions related to the territory of the company, its reorganization or liquidation, with other participants of the company.

It is impossible to conclude an agreement as a result of which a party has to vote in accordance with the instructions of the management body of the joint-stock company.

How are they lying?

Specific recommendations for drafting are not specified in the legislation. In this case, the party must be guided by the Civil Code of the Russian Federation. It follows that the participants can independently determine the procedure for concluding the agreement. In accordance with Federal Law No. 208 (Part 2 of Clause 1 of Article 32.1), shareholders are required to sign a written document to conclude a formal agreement. The regulations require the creation of a single document for the agreement. This implies that the exchange of letters, electronic documents or telegrams is not a valid way of concluding a contract.

How to account for profits and manage stocks

The distribution of profits and management of company shares can be regulated through an agreement between shareholders. Possible conditions include:

  • Time limit for distribution of society’s income.
  • Disproportional financial gains between shareholders.
  • Distribution of the minimum interest rate of the total profit.
  • Making decisions on profit distribution every financial year without restrictions
  • Allocation of a portion of profits for purposes stipulated by shareholder agreements.

To protect against the possible appearance of an undesirable shareholder in the company, an agreement between shareholders may also include:

  • Time limit for selling company shares.
  • Mandatory consent from another shareholder to sell shares to a third party.
  • The right of first acquisition of shares from another shareholder upon sale of shares to a third party.
  • The obligation of the new shareholder was added to the agreement between the shareholders.
  • Prohibition on changing control over a shareholder without the consent of other shareholders.


Thus, a shareholders’ agreement can be called a type of corporate agreement that is concluded between the shareholders of a company to combine the votes they have. This helps to achieve certain general goals in the management of society.


How will the signed agreement affect minority shareholders who own a small stake?

It all depends on the terms contained in the contract. Overall, the treaty could strengthen their influence.

Can the agreement limit the power of investors?

Yes, if their decisions contradict the general policy of the JSC.

When can a shareholders’ agreement be drawn up and signed?

The agreement can be drawn up and signed at any stage of the company’s work.

Author of the article
Shareholder agreement of an open joint stock company
Valentina Khlavich
Managing Partner
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