Document overseen by a lawyer
Shareholders’ agreement in Luxembourg
The firm drafts your shareholders’ agreement: it organises governance, entries and exits, pre-emption rights and the resolution of deadlocks between shareholders.
A shareholders’ agreement complements the articles of association by governing, confidentially, the relationships between shareholders. It is the key tool for preventing disputes.
Cerno is a law firm admitted to the Luxembourg Bar; its digital tools only simplify information gathering, qualification of the matter and tracking of requests, never replacing the lawyer’s advice. The firm anticipates scenarios of disagreement, exit and the entry of investors.
Your need
There are several of you as shareholders and you want to secure your relationships.
Without an agreement, a disagreement can paralyse the company.
The risk
Deadlock in the event of a falling-out, an unstructured exit, uncontrolled dilution.
A minority or majority shareholder may find themselves trapped.
How we help
Bespoke drafting of the agreement: governance, exit clauses (drag-along and tag-along), pre-emption, non-compete.
Alignment with the articles of association.
Practice areas
When to call on the firm
- Frame a company with several shareholders.
- Prepare for the entry of an investor.
- Organise the exit of a shareholder.
- Prevent and resolve deadlocks.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • The breakdown of share capital and roles
- • The existing articles of association
- • The shareholders’ objectives
Deliverables
- • A drafted shareholders’ agreement
- • Exit and governance clauses
- • Consistency with the articles of association
Indicative timing
Delivery within a few business days, depending on complexity.
Fixed fee confirmed in advance
Depending on the number of shareholders and the complexity of the governance.
FAQ
Frequently asked questions
Shareholders’ agreement or articles of association: what is the difference?
The articles of association are public and enforceable against third parties; the shareholders’ agreement is confidential and governs the relationships between shareholders more flexibly.
Is a shareholders’ agreement mandatory?
No, but it is strongly advised as soon as there are several shareholders or an investor.
What happens in the event of a deadlock between shareholders?
A good agreement provides for deadlock-breaking mechanisms (mediation, compulsory buy-out, and so on) that the firm tailors to your situation.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.