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Svar: Looking for an English template for shareholders agreement for international company

tommike321 — Fri, 02 Dec 2022 14:01:31 GMT

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Svar: Looking for an English template for shareholders agreement for international company

Pernille Ørskov, Advokat, Lund Elmer Sandager — Tue, 16 Nov 2010 15:53:48 GMT

Hi Erdem,

I am aware, like most other users of amino, that you do not have a lot to spend on legal fees and I would be willing to accomodate that to some extend.

If you make a google search on shareholder agreements on google templates should show, however not based on Danish legislation. I don't know if the Danish Commerce and Companies Agency can help you in that respect.

However, you should be aware of that the fee you would pay a lawyer for the contract work they do, will provide you with a form of insurance in case a part of the agreement is ruled invalid or in any other way does not hold up (eg. employees claim compensation) since you would be able to claim compensation for "bad work" from the lawyer and their mandatory insurance. If you draft the agreements yourself, this will not be the case and any claim of compensation from another shareholder or employee due to a poorly drafted agreement is with near certainty a great deal higher than any legal fees involved in drafting the agreements. Just a thought....

Regards,

Pernille Ørskov

Svar: Looking for an English template for shareholders agreement for international company

Erdemnino — Tue, 16 Nov 2010 15:39:18 GMT

Hi Pernille,

thanks for the precise response.

I should add that we will be basing the founding rules on danish jurisdiction and laws, so we don't need to make adjustments for the Turkish legal system.

At the same time, while we need (and will) a thorough and precise legal framework, we cannot afford to pay for the services at this start-up phase. Yet, it is now when we are also attracting co-workers with stock options, thus we do need a some kind of agreement to that regard.

If you are aware of any templates, we would still very much appreciate them.

thanks,

Erdem

Svar: Looking for an English template for shareholders agreement for international company

Pernille Ørskov, Advokat, Lund Elmer Sandager — Tue, 16 Nov 2010 14:25:33 GMT

Hi,

I know this sounds as a kliché but shareholder agreements can rarely be based upon a template and when we talk english versions with partners from outside EU I would definitely not advice using a template.

Company law in EU differs a bit, but outside EU, company law legislation can vary a great deal from the danish model, especially regarding allocation of stock for employees either through stock options, warrants or other instruments. As you may know a stock-option program or warrant program can easily be set up but can be a bit of a burden admistratively, so it is important to find the exact model that suits you, your employees, your company and its development. Furthermore, a stock option program needs to be reflected in the articles of association as well as in agreements with each of the employees.

I would therefore highly recommend that you seek advice with a Danish lawyer, who will be able to introduce and explain the Danish Company law to your partners, as well as create an agreement that reflects the company and business that you are in, taking into account the parties wishes and interest and try to translate them in the best way possible into solutions that would work according to Danish law.

You are very welcome to contact me for a free introductory meeting if you are interested.

Regards,

Pernille Ørskov, lawyer

www.lundelmersandager.dk

Looking for an English template for shareholders agreement for international company

Erdemnino — Mon, 15 Nov 2010 18:46:53 GMT

We are looking for an English shareholders agreement template for international (other partners outside of the EU) ApS company

The template should be drafted for Danish law, and should consider allocation of stock for employee stock options.

Any help will be well-appreciated..