As I mentioned earlier, a shareholders` pact can be used to unite the parties to the agreement in a class other than that of a shareholder. It is often noted that part of a shareholder contract is a director and a shareholder. In these circumstances, it should be kept in mind that a director has an imperative obligation to act in the best interests of the company and that he cannot fulfil his obligations in this matter. This point must be taken into account when part of a shareholder contract is a shareholder and is or will also be a director. However, it is not absolutely necessary and many shareholder agreements do not provide for a dispute resolution procedure. In such cases, the parties may resort to statutory and statutory remedies. Where the amount or value of the consideration for the transfer of shares is less than or equal to 1,000 euros and the parties involved in the transfer are not bound by blood or marriage, the transfer is exempt from stamp duty. Specific rules apply to shares that deduct their value or most of their real estate value. The property does not need to be domiciled. These rules are explained in some real estate properties that deduct their value from real estate.
Stamp duty is calculated at 1% of the total consideration or market value of the shares and paid with the ROS system of turnover If the value of the counterparty or the market value of the shares is less than 1,000 euros, the relocation form should not be stamped. While it is customary for a shareholder with a significant interest to hold a position on the board of directors of a corporation, the law does not grant the right to a shareholder who holds a minority interest to hold a position on the board of directors of a corporation. Moreover, standard constitutions do not offer such a right. It is therefore important that a minority shareholder who wishes to have a seat on the board of directors provide for it in a shareholders` pact. You will often find that such a right to a board seat is conditional on the shareholder retaining some minimum stake in the company and/or continuing to be an employee of the company (or a related company). In addition, consideration should be given to whether the right to appoint a director is personal (i.e. the shareholder can only appoint himself) or whether he can appoint another party in his place. In addition, it is also appropriate to consider whether the right to appoint a director can be invoked by a person who acquires the shares of the original shareholder. The answers to these questions are ultimately dictated by the facts of each situation.
I have already mentioned that it is more common to have included in the Constitution the pre-emption regime for the transfer of shares than in a shareholder contract. The reason is that the Constitution is a public document and that a potential purchaser of shares of a company would be considered the content of the statutes of that company, as it was submitted to the company registrar, whether or not it actually controlled them.