Two partners who get along well at the start never imagine the day when one will want to leave, when a strategic disagreement will paralyse decisions, or when one will stop contributing while keeping their shares. The shareholders' agreement exists precisely to organise these situations calmly, while trust prevails, rather than to endure them in conflict.
A shareholders' agreement lawyer in Paris, Maître Léa Scemama drafts and negotiates shareholders' agreements for founders, executives and investors, seeking in every clause the balance between freedom to operate and the protection of each party. See all our services in corporate law.
How we work
| When we act | What we do | What you receive |
|---|---|---|
| Before drafting | Identifying the risks specific to your shareholder configuration and to your project | A ranked list of the clauses you actually need |
| Allocation | Splitting the clauses between the articles and the agreement, according to the sanction sought | A clause-by-clause map, each with its sanction |
| Drafting | Governance, transfers, exit, non-compete, and above all the sanctions | An agreement in which every clause can be enforced |
| Negotiation | Discussion with the other shareholders, the investors or their advisers | A signed text that will hold over time |
| Enforcement | Establishing the breach, formal notice, specific performance or damages | The agreed sanctions actually triggered |
Our billing arrangements are set out on our fees page.
Agreement or articles: what is the agreement really for?
The articles and the agreement are complementary. The articles, public, set the legal framework of the company and bind everyone. The agreement is a confidential contract: known only to its signatories, it allows sensitive topics to be addressed that one does not wish to make public, such as director remuneration, non-competition undertakings or exit conditions.
Its strength is also its limit: because it is only a contract, its breach is sanctioned first by damages and not by the nullity of the act performed in fraud. Hence the crucial importance of its drafting.
Where to put each clause: in the articles or in the agreement
In an SAS, the same clause does not carry the same force depending on where it appears. This is the most structuring choice, and it is made clause by clause.
| Clause | In the articles | In the agreement |
|---|---|---|
| Approval | Binding on all, a transfer made in breach of the articles is void | Sanction in damages, the transfer remains valid |
| Lock-up | Allowed in an SAS for up to ten years | Free duration but necessarily limited, sanction in damages |
| Exclusion of a partner | Possible if the articles provide for it, with a ground and an adversarial procedure | Ineffective on its own, it must be backed by a promise to sell |
| Pre-emption | Binding, but public | Confidential, with possible substitution of the beneficiary if the third party knew of the agreement |
| Pay, non-compete, deadlock resolution | Unsuitable, the articles can be consulted by anyone | The natural home of the agreement |
The practical rule: what must bind third parties goes in the articles, what must stay confidential goes in the agreement, and the most sensitive clauses often appear in both, with a hierarchy clause that resolves contradictions.
Partners' agreement or shareholders' agreement: one and the same tool
The name follows the company form, not the contract. In an SARL, partners hold partnership shares; in an SAS or an SA, they hold shares. French law gives the agreement a different name in each case, but it is the same document. Either way it is an ordinary contract: it binds only its signatories, and its strength depends on what the articles allow alongside it.
An agreement without a term can no longer be left at will
Leaving the term open was long used as an exit route. The Civil Code prohibits perpetual commitments and allows a party to end an open-ended contract on reasonable notice (articles 1210 and 1211).
The Court of Cassation has closed that route. A shareholders' agreement with no express term is deemed, absent contrary evidence, to run for the remaining life of the company, and its signatories cannot terminate it unilaterally (Cass. com., 11 March 2026, no. 24-21.896, published in the Bulletin). Agreements signed on the old assumption deserve a fresh review. New ones should set their duration and provide for early exit events.
Governance and decision clauses
The agreement concretely organises how power is shared and how decisions are made:
- Allocation of board seats and management mandates
- Major decisions subject to reinforced approval (veto rights over debt, major investments, hiring of executives)
- Enhanced information rights for minority partners or investors
- Handling of deadlock situations between equal partners, with crisis-exit mechanisms
- Exclusivity and non-competition undertakings of operating partners
Clauses relating to shares
This is the heart of the agreement: controlling who holds the capital and on what conditions shares may circulate. These clauses prevent a partner from transferring their shares to an unwanted third party or a competitor.
- Lock-up clause prohibiting share transfers for a set period
- Pre-emption clause giving other partners priority to buy back shares offered for sale
- Approval clause subjecting any entry into the capital to the partners consent
- Cap on shareholdings and preservation of the capital balance
Exit clauses
Anticipating exit protects both the departing partner and those who remain. The agreement provides the mechanisms to unwind situations without deadlock or litigation.
- Tag-along clause allowing a minority partner to sell on the same terms as a majority partner
- Drag-along clause requiring minority partners to follow a majority sale of the company
- Cross put-and-call options in the event a founder leaves
- Buy-back clause on death, incapacity or departure of an operating partner
Protection, bad leaver and remedies
So-called good leaver / bad leaver clauses adjust the buy-back price of shares according to the circumstances of departure: a founder who leaves loyally will not be treated like one who leaves the project prematurely or commits serious misconduct. Properly calibrated, these clauses protect everyone's long-term commitment.
Because an agreement is only worth its enforceability, the firm pays particular attention to remedies: penalty clause, unilateral sale undertakings making forced transfer possible, and provisions allowing, in certain cases, specific performance rather than mere damages.
What a breached clause is worth
It depends on where the clause is written. In an SAS, any transfer made in breach of the articles is void (article L. 227-15 of the Commercial Code). Since 1 October 2025, SAS articles may also provide that decisions taken in breach of their own rules are void (article L. 227-20-1): without that provision, a breach of the articles is no longer, in principle, a ground for nullity (article 1844-10 of the Civil Code).
Placed in the agreement, the same pre-emption right follows the regime of the right of first refusal. The ousted beneficiary obtains damages. They can seek to void the sale, or to be substituted for the buyer, only if the buyer knew of the agreement and of the beneficiary's intention to rely on it (article 1123 of the Civil Code).
Hence two precautions. A penalty clause with a set amount, which the court may reduce, even of its own motion, if it is manifestly excessive (article 1231-5 of the Civil Code). And transfer undertakings signed from the outset, which can be enforced without waiting for the defaulting partner's goodwill.
Why have your agreement drafted by a lawyer?
An agreement is only valuable if it fits your actual situation. Generic templates stack clauses that are sometimes contradictory or unenforceable. The lawyer prioritises your objectives, negotiates the balance points between partners and drafts truly enforceable mechanisms.
The agreement works closely with company formation and fundraising operations. In case of disagreement, it is your best defence in a dispute between partners.
Frequently asked questions
What is the difference between the articles and a shareholders agreement?
The articles are public and enforceable against everyone; the agreement is a confidential contract signed between some or all of the partners. The agreement allows you to go further than the articles on sensitive topics (allocation of powers, exit, remuneration) without exposing them to third parties.
Is a shareholders agreement mandatory?
No, but it is strongly recommended as soon as a company has several partners or takes on investors. Its absence is one of the leading causes of deadlock and disputes between partners.
What happens if a partner breaches the agreement?
Unlike the articles, breach of an agreement does not automatically void the act: it mainly gives rise to damages. This is why careful drafting of remedies (penalty clause, transfer undertakings, specific performance) is decisive in making the agreement truly effective.
How long does a shareholders agreement last?
An agreement cannot be concluded for a perpetual term. It is generally concluded for a fixed renewable term, or for as long as the parties remain partners. The firm ensures its duration is secured to avoid any untimely unilateral termination.
Related topics
- Share transfers: the exit the agreement organises, once it actually happens.
- Restructuring and mergers: what becomes of the agreement when the group structure changes.
- Unfair competition: the non-compete clause given by a departing shareholder and how it is enforced.
Written by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.