Superintendence of Companies in its most recent doctrine examined the substantial, subjective, and formal aspects that shall meet the Shareholder Agreement entered by a corporation and those companies under the Commercial Code, with the aim of causing legal effects beyond contracting parties thereof:
Subjective requirement: The shareholder agreements shall solely be subscribed by two or more shareholders of the company. Therefore, the third parties and shareholders that act as managers of the company can’t be part of this shareholder agreement.
Objective requirement: The shareholder agreements shall cover matters concerning the manner in which shareholders can vote at shareholders’ meeting, or also on the manner in which these shares may be represented at the meeting of the assembly.
Formal requirements: The shareholder agreements shall be in writing and, in addition, delivered to the legal representative of the company for complying with deposit proceeding at the main office where the company operates.
Superintendence of Companies, “Oficio 220-014775” dated on January 24, 2023.
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