Building a company with others is not just about getting along. At the beginning everything flows, but what happens when things get tough? That’s when a solid shareholders’ agreement makes all the difference.

If you’re reading this article, you’re probably building a startup with other founders, or considering bringing in a new partner or investor. In any case, this document can help you protect your project and avoid problems that could have been solved from the start.

The consequences of not planning ahead

Legally, the disappearance of a partner does not release them from their obligations. They remain bound by what they signed: making contributions, attending shareholders’ meetings, or even being legally liable if they were a director. The problem is that if everything wasn’t properly defined in the bylaws or a shareholders’ agreement, reacting quickly can be very difficult.

Where to start

It all begins with an honest conversation between partners. Sitting down to talk about what is often taken for granted: who does what, how decisions are made, and what happens if someone leaves or a new investor comes in.

A shareholders’ agreement is exactly that: a private document that regulates how the company is organized, how decisions are made, and how potential conflicts are handled.

To get started, ask yourselves:

• Are the roles of each partner clearly defined?
• What happens if someone wants to leave?
• What rights and obligations does each partner have?
• What happens if a new partner joins?

If any of these answers is “no,” it’s the right moment to sit down and clarify everything.

What your shareholders’ agreement should include

Before getting into legal details, it’s important to understand what a solid shareholders’ agreement should cover to protect your startup:

• Roles and responsibilities: What each partner does and what their obligations are.
• Equity distribution: Who owns what percentage and how it may change over time.
• Exit conditions: What happens if someone leaves the company and how their shares are valued.
• Entry of new partners or investors: Under what conditions they can join.
• Decision-making: How key decisions are approved and which majorities are required.
• Conflict resolution: Mechanisms to unblock deadlocks or serious disagreements.

Key clauses you should include

These are some of the most common clauses in startup shareholders’ agreements:

• Vesting: Shares are earned over time. If someone leaves early, the company can repurchase them.
• Good leaver / Bad leaver: Different conditions depending on whether the exit was reasonable or harmful to the project.
• Partner exclusion: If someone fails to meet their obligations or blocks operations, they can be removed from the company if this is предусмотрed in the bylaws.
• Transfer restrictions: Prevent a disappeared partner from selling their shares to anyone.
• Anti-deadlock clauses: In 50/50 ownership structures, these help avoid complete paralysis in case of disagreement.

Including these clauses protects the project and signals seriousness to investors.

Don’t wait until it’s too late

Anticipating these scenarios isn’t pessimistic — it’s smart. At Bcombinator, we’ve seen many projects slow down or fail because they didn’t plan for what could go wrong.

If you don’t yet have a shareholders’ agreement, or if you want to review the one you already signed, now is the time.

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