Shareholder's Agreements
The implementation of the 2008 Companies Act had significant implications for existing shareholder’s agreements. An MOI can be supplemented by a shareholder’s agreement. The Companies Act and a company’s MOI however rank above a shareholder’s agreement to the extent that the shareholder’s agreement is inconsistent with the Act or the MOI.
A shareholders agreement may deal with matters that are not covered by the Companies Act, alter only “alterable” provisions of the Act, and impose on the company more onerous or restrictive requirements than are required by unalterable provisions of the Act. But, whether you are a party to an existing shareholder’s agreement, or a shareholder about to become a party to a new shareholder’s agreement, you should distinguish between the different roles of the MOI and a shareholders agreement.
A shareholders agreement may deal with matters that are not covered by the Companies Act, alter only “alterable” provisions of the Act, and impose on the company more onerous or restrictive requirements than are required by unalterable provisions of the Act. But, whether you are a party to an existing shareholder’s agreement, or a shareholder about to become a party to a new shareholder’s agreement, you should distinguish between the different roles of the MOI and a shareholders agreement.