When you start a partnership venture, everything flows with enthusiasm and high expectations. However, as the business grows, so do difficult decisions, differences of opinion and, in some cases, conflicts between partners. To prevent these scenarios and protect the stability of the company, there is a key legal tool: the shareholders' agreement.

What is a shareholders' agreement?
The shareholders' agreement is a private agreement between the partners (shareholders) of a company, complementary to the articles of incorporation or bylaws of the company. Its main objective is to regulate the relationship between the shareholders, the rights and duties of each one, and to establish mechanisms for decision making, the entry or exit of partners, the transfer of shares, among other essential aspects.

In Panama, although it is not mandatory, this type of pact is highly recommended by legal experts, especially in corporations, startups, joint ventures and family businesses.

What problems does a shareholders' agreement help prevent?
Having a well-structured pact makes it possible to anticipate scenarios of tension or disagreement, such as:
Deadlocks in making important decisions.
Disputes over the sale of shares to unwanted third parties.
Lack of clarity about the roles and responsibilities of the partners.
Conflicts in case of death, retirement or incapacity of a partner.
Imbalance between the rights of majority and minority partners.

What should a shareholders' agreement include?
A shareholders' agreement must be adapted to the reality and specific needs of each company, but generally includes clauses such as:
Drag along and tag along rights.
Limitations on the transfer of shares.
Dispute resolution mechanisms.
Dividend and profit reinvestment policies.
Requirements for key decisions (enhanced quorum).
Succession and exit plans.

Why does your company need a shareholders' agreement?
It prevents conflicts before they occur.
Provides legal certainty and internal stability.
Facilitates decision making and business continuity.
Increases confidence among investors and interested third parties.
Protects the interests of minority and majority shareholders alike.

At JVD Consultores, we understand that each company is unique. That is why our legal team specialized in corporate law in Panama works hand in hand with you to draft or revise your shareholders' agreement, ensuring that it adequately reflects the interests of all parties involved and legally shields your company.
Don't wait until a conflict arises to take action.
Contact us today and ensure the stability and growth of your business.