Why secure your company with a partners' agreement?

The drafting of agreements between partners, i.e. the agreement established between partners in parallel with the company's statutes, is also part of our missions.

Concretely, it is necessary to know that this extra-statutory legal act makes it possible to organize the movements of shares and the operation of the company. It can be signed for all the partners of the same company or by certain partners only. If it is only signed by some partners, the others will not be aware of it.

The partners' agreement is a “secret” act insofar as it is not known to third parties.

Contrary to the statutes, it is not filed with the registry of the commercial court

The signatories must agree on a duration for the pact that can be: determined in time, by fixing a specific date or a certain event,
or indeterminate, but in this case the pact may be unilaterally terminated.

Sometimes, the partners expect the pact to last as long as the signatories or their substitutes remain together partners. In this case, the duration of the contract is deemed to be indefinite because the end of this condition may very well never take place.

The partners' agreement may end:

• on the date agreed by the signatories
• upon the occurrence of the event planned by the signatories
• in the event of unilateral termination by one of the signatories when the duration is indefinite or by other reasons that must be specified in the agreement (non-compliance with a clause, exclusion of an associate, etc.)

Apart from the elements related to the functioning of the partners' agreement (duration, termination, etc.), the main clauses that are generally found are the following:

On the one hand, there are clauses related to movements in securities, the main ones are the following:

• The pre-emption clause: if one of the signatories of the pact wishes to sell his titles, he must first offer them to the other signatories of the pact
• The approval clause: the agreement of the signatories of the pact must be obtained before a signatory can proceed with the sale of its shares
• The capping of shareholders' shares: this clause aims to provide that none of the signatories of the pact may hold more than X% of the company's capital
• Resale right: if one of the signatories receives an acquisition proposal, they must ask the potential purchaser to extend their proposal to the other signatories of the pact. So everyone leaves the company at the same time
• The inalienability clause: signatories undertake not to sell their shares for a certain period of time, which must be determined

On the other hand, it is necessary to consider clauses related to the functioning of the company such as:

• The unanimous agreement clause: this clause makes it possible to provide that certain decisions at the level of society (to be specified) require the unanimous agreement of the signatories of the pact
• The clause for the appointment of a director: signatories must ensure that the person named in the clause is appointed director of the company
• The distribution of the result: for example, it is possible to predict the dividend policy used by the company. For example, the signatories agree to allocate a certain part of the result into dividends.
• Information for partners: this makes it possible to set up specific information methods on the activity and results of the company
• A commitment of non-competition : the signatories undertake not to be interested in activities of the same nature as that of the company in which they are associated