[NOTE: The following sample questionnaire is used with the New York Shareholders Agreements Library. If you ordered the library for some other jurisdiction, some of the questions and terms would be different.]

SHAREHOLDERS AGREEMENTS QUESTIONNAIRE

Identify the Corporation -

Name:

Address:

State of incorporation:

__Shareholders may transfer Shares to family members without "triggering" the right of first refusal which is otherwise applicable to voluntary transfers [__but if there is a buy-out of Shares of a Shareholder, the family members also must sell their Shares]

__if a Shareholder wishes to sell Shares, ALL of his Shares must be offered (under the right of first refusal)

__if Shares are offered, ALL of the offered Shares (not just some of them) must be purchased [__and if all Shares are not purchased, the Corporation must be liquidated, rather than merely permitting the Shares to be sold to third parties]

__the Agreement is to prohibit voluntary transfers before a specific date - date:

When a Shareholder dies:
__his Shares will be purchased AND life insurance to pay for the Shares is to be maintained
__his Shares will be purchased (but no insurance is required)
__Agreement is to be silent
If a Shareholder becomes totally disabled:
__his Shares will be purchased AND disability insurance to pay for the Shares is to be maintained
__his Shares will be purchased (but no insurance is required)
__Agreement is to be silent
Is the Agreement to provide for:
__"stock redemption" (Corporation has the first election to purchase the Shares)
__"cross-purchase" (other Shareholders have the first election)
Shares are to be sold if a Shareholder
__retires from employment by the Corporation
__is terminated FOR CAUSE
__such sale is to be required, rather than being merely an option to purchase
__Shareholders are to covenant not to compete with the Corporation after cessation of employment
For how many years:
Area or restriction:

__if Shares are to be purchased, purchaser may pay in installments evidenced by a Note (rather than all cash)
How many monthly installments:
Any minimum amount for each installment: $
Rate of interest: ___%
Percent of price as cash down payment: ___%
RE the purchase price -

The purchase price of each Share is to be based on:
__book value
__fair value based on the assets and liabilities of the Corporation, to be stipulated annually or determined by appraisal [__good will is to be taken into account, whether or not carried on the books]
__stipulate present value of each Share: $
__stipulate minimum future value of each Share: $
__disputes are to be resolved by arbitration - city:

__the Corporation is NOT to issue new stock unless it is subject to the Agreement

__there are Shareholders who are NOT going to execute the Agreement

Identify the Shareholders who ARE to be parties to the Agreement. [If a spouse is to waive dower, courtesy or similar rights, enter the spouse's name. If a Shareholder is a corporation or partnership AND buy-outs are to occur upon the death of disability of a principal of such entity, enter the name of the principal.]
Name of Shareholder #1:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #2:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #3:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #4:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #5:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #6:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #7:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #8:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

Name of Shareholder #9:
Street Address:
City, State ZIP:
Tele. No.:
__male __female - Signing spouse:
__corporation __partnership __LLC - Principal:

[Identify any additional Shareholders on a separate sheet]
__prepare acknowledgments to the Agreement

__the Corporation is to sign the Agreement [__prepare Minutes of Board of Directors Meeting authorizing execution]

__the issuance of new stock is to be prohibited

__new stock may be issue, but it first must be offered to the Shareholders in proportion to their interests

__the Agreement is to recite who shall be the directors and officers
Name of Director #1:

Name of Director #2:

Name of Director #3:

Name of Director #4:

Name of Director #5:

Name of Director #6:

Name of Director #7:

Name of Director #8:

Name of Director #9:

[Identify any additional Directors on a separate sheet]

Name of President:

__Vice President:

__2nd Vice President:

__3rd Vice President:

__4th Vice President:

__5th Vice President:

Name of Secretary:

__Assistant Secretary:

__2nd Assistant Secretary:

__3rd Assistant Secretary:

Name of Treasurer:

__Assistant Treasurer:

__2nd Assistant Treasurer:

__3rd Assistant Treasurer:

__if a Shareholder who is a director or officer sells his Shares (or ceases to be a principal of an entity which is a Shareholder) the Shareholder must resign as a director and officer

__a Subchapter S election is to be filed

__"major act" (e.g., large loans) are to require unanimous Board approval

Date of Agreement:

__the restrictions of the Agreement are to terminate on a specific date - date: