A shareholders’ agreement is a contract between the shareholders of a Liechtenstein public limited company (Aktiengesellschaft). Although not legally required, a shareholders’ agreement provides a valuable framework for regulating the cooperation among shareholders and preventing potential conflicts.

This blog post offers a practical overview of the shareholders’ agreement in Liechtenstein, its importance, and how it can be effectively utilized.

1. What is a shareholders’ agreement?

The primary objective of a shareholders’ agreement is to regulate the rights and obligations of the shareholders among themselves. Therefore, it does not govern the corporate obligations of the shareholders towards the public limited company (Aktiengesellschaft), but rather the obligations between the contracting parties themselves.

2. Why should a shareholders’ agreement be concluded?

Under Liechtenstein law, a shareholder’s principal obligation is to pay the share capital. This may suffice in publicly traded companies. However, in smaller companies, where shareholders often have closer relationships, there is often a need for more comprehensive regulations.

A shareholders’ agreement can provide the necessary clarity, which is especially important for facilitating cooperation and avoiding disputes.

3. What can a shareholders’ agreement include?

Typical provisions of a shareholders’ agreement may include:

• Voting agreements or veto rights: Clauses that oblige shareholders to vote uniformly on certain decisions to facilitate decision-making and avoid deadlocks.
• Duties of loyalty and non-competition: Provisions requiring shareholders to remain loyal to the interests of the company and refrain from competing with it.
• Right of first refusal: The obligation for a shareholder to offer their shares to the other contracting parties before selling them to a third party.
• Pre-emption right: The option for the contracting parties to purchase the shares of a shareholder wishing to sell before they are offered to third parties.
• Tag-along rights: If a shareholder wishes to sell their shares to a third party, the other parties have the right to sell their shares to the same third party under the same conditions.
• Drag-along rights: If a shareholder wishes to sell their shares to a third party, the other parties may be required to sell their shares to the same third party under the same conditions.
• Succession provisions: Clauses that ensure the continuation of the Shareholders’ Agreement in the event of a shareholder’s death.
• Nomination and appointment rights: Provisions concerning the appointment of board members or management.
• Financing arrangements: Provisions regarding loans provided by the shareholders for the financing of the public limited company (Aktiengesellschaft).
• Contractual penalty: A provision that a penalty must be paid to the other contracting parties in the event of certain material breaches of the shareholders’ agreement.

4. Breach of voting agreements or other material clauses of the shareholders’ agreement

Voting agreements obligate the contracting parties to vote uniformly at the shareholders’ meetings of the public limited company (Aktiengesellschaft).

It is important to note that a breach of a voting agreement typically does not affect the validity of the resolution passed. This means that a resolution adopted through non-compliant voting remains valid, and challenges to the resolution are only possible in exceptional cases.

However, breaching the obligations of the shareholders’ agreement can result in claims for damages and/or penalties.

5. Conclusion

A shareholders’ agreement is a valuable tool for regulating relationships among shareholders in a Liechtenstein public limited company (Aktiengesellschaft). Although not legally mandatory, it provides clarity and structure, helping to avoid conflicts and foster cooperation within the company.

We are happy to advise you, as a founder and shareholder of a Liechtenstein public limited company (Aktiengesellschaft), on the drafting, negotiation, and implementation of your shareholders’ agreement.

Start your journey with us now by contacting us at office@isp.law or use our fully automated booking tool to schedule a direct appointment for an initial consultation at https://www.isp.law/en/book-an-appointment/, and let us support you throughout your public offering.