Shareholder agreement for Startups: protect your project before problems arise
Drafting and negotiation of shareholder agreements for startups. Protect your equity, define roles, avoid conflicts and prepare for investment.
Let's talk about your shareholder agreementWhy is it essential to have a shareholder agreement?
Everything goes well... until it doesn't. And if you don't have a signed shareholder agreement, your startup can get blocked, lose value or explode just before raising investment.
A good shareholder agreement is not bureaucracy. It's armor. It defines how to make decisions, how partners enter and exit, and how control is distributed when investors arrive. All those things that are "taken for granted" but explode when there's tension.
Furthermore, any serious investor is going to require you to have a signed agreement before entering. If you don't have one, or have a poorly made one, you'll have to redo all the paperwork in a hurry and under pressure. It's not the best time to negotiate.
At Satya Legal we know that every project is unique. That's why we don't work with generic templates, but design each shareholder agreement thinking about your situation, your vision and the specific risks of your business.
What should a good shareholder agreement include and how do we work on it?
A shareholder agreement is not a standard document. Each startup has different needs and each founding team has its own dynamics. That's why we work with you to understand the context before drafting.
These are the key elements we include in our shareholder agreements:
Vesting and share consolidation
Protects the company if a partner leaves early. We define terms, conditions and exceptions so no one takes equity without having contributed real value.
Drag-along and tag-along clauses
Avoids blockages in future sales. If there's a purchase offer, these clauses define how decisions are made and who can force whom to sell.
Voting rights and decision making
What decisions require unanimity, simple majority or qualified majority. Prevents someone from blocking the company or making key decisions without consensus.
Conditions for new partner entry
How the company is valued, who can enter, with what conditions and what rights they will have. Includes right of first refusal to avoid surprises.
Exit mechanisms and valuation
How share price is calculated if someone leaves, payment terms and sale restrictions. Everything clear before it needs to be used.
Confidentiality and non-compete
Protects your sensitive information and prevents a departing partner from setting up direct competition. With reasonable and proportional limits.
Our goal is for you to have a balanced agreement: one that protects the company, but doesn't stifle its growth. And that all partners understand it and sign it with peace of mind.
Common mistakes we avoid
We've seen shareholder agreements that have brought down promising companies and others that have saved startups in crisis. The difference is usually in the details that no one sees until it's too late.
These are the most common errors we find (and correct):
Founder who leaves and takes 30% without having done anything: Without vesting, a partner can disappear in the first months and keep all their participation. It's unfair and toxic for those who stay.
Decisions blocked by absurd rules: Asking for unanimity for everything is suicidal. Asking only for simple majority for key decisions is dangerous. You have to find the balance.
Poorly planned new entries: If you don't define how investors enter, you can end up with partners who don't add value, dilute your control or block your strategy.
Investor partner who disappears: Some angel investors enter, contribute money and then don't get involved. If you don't have activation clauses, you can be stuck with a passive partner forever.
Partner who sets up competition: Without adequate non-compete clauses, a departing partner can use your know-how, contacts and strategy to compete directly with you.
With a good shareholder agreement, these problems don't exist. And if they appear, there are clear mechanisms to resolve them without bringing down the project.
Proceso de Trabajo
Análisis inicial y reunión de diagnóstico
Revisamos tu situación actual: número de socios, estructura societaria, objetivos a corto y medio plazo, y posibles escenarios de conflicto. Identificamos qué cláusulas son prioritarias para tu caso específico.
Propuesta de estructura y negociación
Te presentamos un borrador del pacto adaptado a tus necesidades, explicando cada cláusula y su impacto. Facilitamos la negociación entre socios para llegar a acuerdos equilibrados que protejan a todos.
Redacción final y firma
Una vez acordados los términos, redactamos el documento final con precisión legal, asegurándonos de que todas las cláusulas sean ejecutables y coherentes. Coordinamos la firma y el depósito del documento.
Casos de Uso Específicos
Startup con 2-3 fundadores
Ideal para definir roles, responsabilidades y mecanismos de resolución de conflictos desde el inicio.
- Cláusulas de dedicación exclusiva
- Vesting de participaciones
- Mecanismos de deadlock
Preparación para ronda de inversión
Los inversores exigen pactos de socios actualizados antes de invertir. Un buen pacto facilita el cierre.
- Cláusulas de drag-along
- Reserva de ESOP pool
- Derechos de información
Incorporación de nuevo socio
Cuando un nuevo socio se incorpora, el pacto debe actualizarse para incluir sus derechos y obligaciones.
- Cláusulas de entrada
- Vesting específico
- Integración con pacto existente
Preparación para salida (exit)
Un pacto bien estructurado facilita procesos de venta, fusiones o adquisiciones sin bloqueos.
- Cláusulas de tag-along
- Mecanismos de valoración
- Procesos de salida ordenada
Frequently asked questions about shareholder agreements
Do I need a shareholder agreement even if we are only two people?
Yes, and especially if you are two. With two 50% partners, any disagreement can block the company. A good agreement defines how to resolve conflicts and avoids deadlocks.
When is the best time to sign the shareholder agreement?
At the beginning, when everything is going well and relationships are good. It's much easier to negotiate fair conditions when there's no tension between partners.
What if we already have the company incorporated without an agreement?
It can be done later, but it's more complicated. If there are already tensions or disagreements, negotiation will be more difficult. Better late than never, but the sooner, the better.
Is the shareholder agreement public or private?
It's private. Only partners sign and it's not registered anywhere public. Company bylaws are public, but the agreement is confidential between the parties.
How much does it cost to draft a shareholder agreement?
It depends on complexity, number of partners and project particularities. At Satya we work with transparent rates from €800, including preliminary meetings and revisions.
Want to protect your startup before it's too late?
A good shareholder agreement gives you peace of mind to grow. A bad agreement (or no agreement) can destroy the best project.
Schedule a consultation with us and we'll analyze your situation. We explain what you need, how we structure it and what risks you avoid with a well-made agreement.
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