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Single Shareholder Agreement for the United States

Single Shareholder Agreement Template for United States

A Single Shareholder Agreement is a legally binding document used in the United States that establishes the rights, responsibilities, and obligations between a company and its sole shareholder. It governs corporate structure, decision-making processes, share transfer restrictions, and other key aspects of company management. The agreement ensures compliance with both federal securities laws and state-specific corporate regulations while providing a framework for efficient company governance.

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What is a Single Shareholder Agreement?

The Single Shareholder Agreement is essential for companies with sole ownership structures operating in the United States. This document becomes particularly relevant when establishing new businesses, restructuring existing ones, or following share consolidation. It addresses crucial aspects such as corporate governance, share transfer restrictions, dividend policies, and exit provisions while ensuring compliance with both federal securities regulations and state corporate laws. The agreement is particularly valuable for protecting the interests of both the company and its single shareholder while establishing clear operational guidelines.

What sections should be included in a Single Shareholder Agreement?

1. Parties: Identifies the company and the single shareholder

2. Background: States the purpose of the agreement and basic company information

3. Definitions: Defines key terms used throughout the agreement

4. Shareholding Structure: Details of shares owned and share classes

5. Corporate Governance: Rules for company management and decision-making

6. Share Transfer Provisions: Rules governing the transfer of shares

7. Termination: Conditions and process for terminating the agreement

What sections are optional to include in a Single Shareholder Agreement?

1. Tag-Along Rights: Rights to join in sale of shares when future additional shareholders are anticipated

2. Anti-dilution Provisions: Protection against share value dilution when future capital raising is anticipated

3. Dividend Policy: Rules for distribution of profits when specific dividend arrangements are needed

What schedules should be included in a Single Shareholder Agreement?

1. Share Certificate: Copy of the shareholder's share certificate

2. Company Constitution: Current company constitution or bylaws

3. Corporate Structure Chart: Diagram showing corporate structure

4. Initial Business Plan: Company's current business plan and strategic objectives

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
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Industries

Securities Act of 1933: Federal law governing the initial offering and sale of securities, requiring registration and disclosure requirements unless an exemption applies

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC, including ongoing reporting requirements

Internal Revenue Code: Federal tax legislation affecting corporate structure, distributions, and shareholder taxation considerations

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

State Corporation Statutes: State-specific laws governing corporate formation, operation, and governance (e.g., Delaware General Corporation Law)

State LLC Acts: State-specific laws governing limited liability company formation and operation

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state

SEC Regulations: Federal regulatory requirements governing securities transactions and corporate compliance

Uniform Commercial Code: Standardized state laws governing commercial transactions, including provisions affecting corporate operations

Fiduciary Duty Laws: Legal principles and case law governing the duties of corporate officers and directors to shareholders

State Contract Law: State-specific laws governing contract formation, enforcement, and interpretation

Statute of Frauds: Legal requirement that certain contracts, including those involving corporate shares, must be in writing to be enforceable

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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