The essential clauses to be included in your partnership agreement :
- Clauses governing the operation of the company
- Ensure the rules of governance
- Securing the partners investment
- Passing on the intellectual heritage to the company
- Specific clauses relating to the transfer of securities
- Control the transfer of shares
- Anticipate the arrival of a new partner
It is important to include a timeframe and the conditions of termination. It is indeed a contract, and as such, it is strongly advised to review it regularly according to the evolution of the company and/or the signatories.
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Some shareholders are not aware of the importance of the shareholders’ agreement. Others settle for a poorly drafted pact because they took a template off the internet. When the terms of the agreement are not adapted to the company’s situation, it is extremely detrimental. While the articles of association could be described as “ready-made”, the partners’ agreement is a “tailor-made” legal document binding its signatories.
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In a SAS, it will however be possible to avoid the partners’ agreement by inserting the required clauses directly in the articles of association. However, it should be kept in mind that if the articles of association provide for differentiated rights to certain named partners or groups of partners (the founders), then it will be necessary to follow the procedure of special benefits commissioner, which can be costly.
This is why it is important to be accompanied because a poorly drafted pact means taking the risk that it contains contradictory clauses, making it difficult, if not impossible, to implement.
It also means taking the risk that certain clauses will be misinterpreted and that their execution will be contrary to the initial will of the founders.
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To facilitate the drafting of the agreement and to help the founders master the issues at stake, the lawyer intervenes upstream as part of a negotiation process between the parties of the agreement. This prior discussion allows everyone to understand their rights and obligations as they will be defined in the covenant.
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He then drafts the document, ensuring that it is clear and consistent with the company’s bylaws. It is therefore preferable to use the same lawyer to draw up these two documents to ensure a smooth start to your business from a legal point of view.
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Once your relationships between co-founders are secured, you can focus on the development of your new company and why not, think about a future fundraising!
