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.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
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.
Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
They talk about us
The firm referenced and cited
Professional directories, business press and legal publications where Cerno Law Firm and Maître Cora Maglo are referenced.
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.