Where a shareholder agreement exists, it usually contains a clause according to which, in the event of a constitutional conflict, the shareholder agreement takes precedence to the extent of inconsistency. Depending on how you want to structure your business and your share capital, these details should be tailored to the specific needs of your business. However, the articles of association of the company provided that the directors could induce the company to issue shares, including preferred shares, but that if the issue of shares varied from the rights attached to an existing class of shares, the approval of at least 75% of the shareholders of that class was required. Constitutions are general, high-level rules on corporate governance.  Overall, these transactions are a business that financially assists a person in purchasing shares in that business. A good lawyer can help you create a shareholders` agreement that reflects your company`s interests and advise you on any other issues you may not have considered yet! After setting up your business, you need to pay attention to the different legal obligations related to running a business. One of them is a company incorporation and a shareholders` agreement. But does your business need both or one or the other? This article presents the relationship between your company`s articles of association and the shareholders` agreement. When you register your business, most start-up providers give you a default incorporation. This can be useful, because if the law allows minority shareholders to initiate enforcement proceedings against a company, this process can be costly and time-consuming, with uncertain results. We prefer to use a tailor-made version of the company`s „Constitution“ as the main tool for regulating a company`s affairs.
A constitution is a set of fundamental rules about how the company is run, including the powers and duties of directors, holding meetings and voting. As usual, the shareholders` agreement included an inconsistency clause stipulating that in the event of a conflict between the provisions of the shareholder`s contract and the articles of association of the company, the provisions of the social contract had priority. . . .