1. PARTNERSHIP AGREEMENT SHAREHOLDERS’ AGREEMENT
BUY / SELL AGREEMENT

2. Why do I need an Agreement?
Were all good friends
After all its my brother-in-law!
It’s a only a small little investment
We can get that later

3. THE PARTIES NAMES OF INVESTORS / ADDRESSES THE ENTITY CORPORATION
PARTNERSHIP
LIMITED PARTNERSHIP
SHARE STRUCTURE / VALUE
COMMON / PREFERRED

4. BOILER PLATE / SMALL PRINT
Unanimous Agreement
Acknowledgment by Parties
Notices
Statutes
Accounting Terms
Entire Agreement
Rules of Interpretation
Governing Law
Successors and Assigns
Business Days
Severability
Insurance
Counterparts
No partnership
Time of the Essence
Currency
Recitals
Waiver
Arbitration or Lawsuit

5. DIRECTORS, OFFICERS & CORPORATION BUSINESS
Agreement to Act
Management of the Corporation
Exercise of Voting Rights
Board of Directors Meetings
Attendance / by Conference Call
Unanimous Approval
Special Approval s
Personal Liabilities

6. SHARE CONDITIONS Restrictions on Transfer Encumbrances
Exceptions - Permitted Transfers
Family Law Act
Remedies

7. FINANCING Source of Funds Shareholder Loans Security
Priorities / Subordination
Repayment of Third Party Loans
Repayment of Shareholder Loans

8. TERMINATION SALE TO OTHER SHAREHOLDERS TRANSFER TO THIRD PARTY
DEATH OF SHAREHOLDER
BANCRUPTCY / TRUSTEE
COMPANY OR PARTNERSHIP DISSOLVED OR WOUND UP

9. TRANSFERS TO THIRD PARTIES
No sale without approval
First Right of Refusal / 10 days
Purchase by Existing Shareholders
Rejection of Third Party Sale
Insufficient personal financial resources
convicted of a felony or an indictable offense
engaging in criminal or illegal activities

10. SHOTGUN SALE COMPULSORY BUY-SELL
Sale of Common Shares
Offer to Sell
Offer to Buy
Same price: buy or sell
Notice :10 Business Days
Closing: within 30 Business days
Deemed Acceptance
Defaulting Shareholder / Power of Attorney
Joint Offers and Acceptances
Two or more Shareholders
Purchase and Sale

11. PERMANENT INCAPACITY Call Option / Notice / Price & Terms
Other Shareholder Rights
Purchase and Sale

12. ON DEATH Call Notice Price & Terms
Predetermined Price / Life Insurance
Fair Market Value / Appraised Value
Book Value
Purchase and Sale

13. CLOSING PROCEDURES Time and Place of Closing Payment and Delivery
Default of Vendor or Purchaser
Sale Effective
Power of Attorney / Consent to Transfer
Remedies

14. TERMINATION OF AGREEMENT
Events of Termination
cessation of business
Bankruptcy / Insolvency / Dissolution
Mutual Agreement of Termination
All of the Shares of the Corporation are owned by one Shareholder.

15. NON-COMPETITION Restrictions: Covenants and Severability Remedies
Radius
Time
Product
Service
Covenants and Severability
Remedies

16. INDEPENDENT LEGAL ADVICE
Totally unrelated Attorney
Sign and Notarized
Liability for Guarantees / Mortgages
Future Commitments

17. Hire Good Help ! Lawyer with Corporate Background Tax Accountant
Initial Work / Annual Returns
Tax Accountant
Appropriate for circumstances
Self Help Kits
Having a fool for a client

18. EXAMPLE: THE HARMONY TAVERN & GRILL
BERT
ERNIE
FELIX
OSCAR
250 SHARES
DIVIDENDS
SALARY
INVESTOR
MISERABLE
MR NICE GUY
NORMAL
HAS $
HOME EQUITY
KIDS ED
RETIREMENT
FUND
BERT & ERNIE HAVE REGULAR WEEKLY BRAWL
BERT GOES TO LAWYER EXERCISES BUY / SELL
OFFERS EACH BROTHER $60,000 TO BUY OR SELL HIS SHARES
EASY DIVORCE:
YOUNG COUPLE
NO KIDS
LITTLE MONEY
COMPLICATED
COUPLE
KIDS
HOUSE
DIVORCE:
MISTRESS
IN-LAWS
FAM. BUSINESS

19. QUESTIONS - COMMENTS