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The shareholders agreement that protects your company when the difficult moments come

Professional drafting of shareholders agreements for Spanish companies: drag-along, tag-along, anti-dilution, non-compete, decision-making, exit mechanisms and relationship with company bylaws.

The problem

The majority of shareholder disputes that end up in Spanish commercial courts share a common root cause: a company founded without a shareholders agreement, or with one drafted hastily that did not contemplate the scenarios that actually unfolded. When two founding shareholders disagree on strategy, when one wants to sell and the other refuses, when an investor arrives with conditions that one party will not accept, or when a key shareholder dies or becomes incapacitated, the absence of pre-agreed rules creates conflicts that can paralyse the company for years. The company bylaws (estatutos sociales) registered with the Mercantile Registry are insufficient for this purpose: they regulate the relationship with third parties and formal corporate governance aspects, but do not cover strategy, remuneration, non-compete obligations, exit mechanisms, or the balance of power between shareholders in the scenarios that matter most.

Our solution

At BMC we draft shareholders agreements from scratch or review and modernise existing agreements that no longer reflect the company's reality. Our [commercial law](/en/legal/commercial-law) team guides you through each clause, explaining its practical effect and the scenarios it covers. We start from a diagnosis of the current shareholder relationship, the company's plans and stage of development, and the likelihood of future capital events, designing an agreement that protects everyone's interests without creating operational gridlock.

Process

How we do it

1

Shareholder relationship diagnosis and objective mapping

We analyse the current ownership structure, the respective roles and contributions of each shareholder, the company's growth and financing plans, and each party's personal objectives and exit timeline. We identify potential points of conflict and the critical scenarios the agreement must address.

2

Architecture design

We determine which clauses are essential for this specific situation: governance and decision-making (quorum, reserved matters, veto rights), remuneration and commitment levels, transfer restrictions (pre-emption rights, lock-up periods, approved transferee lists), exit mechanisms, and investor protection clauses if applicable.

3

Drafting and inter-party negotiation

We draft the agreement and coordinate the negotiation between shareholders until a text is reached that all parties can sign with full understanding of its implications. We explain the practical effect of each clause in plain language and advise on the scenarios each one is designed to address.

4

Execution and coordination with company bylaws

We verify that the shareholders agreement does not conflict with the registered bylaws and, where necessary, propose bylaw amendments to ensure coherence. If the company has or is seeking a [startup package](/en/business-services/startup-package), we coordinate both documents. We manage execution and proper archiving of the signed agreement.

70%
Shareholder disputes that a well-drafted agreement prevents
5
Core clauses every shareholders agreement must contain
2-4
Weeks typical process from brief to execution

We were three co-founders with very different personal timelines and risk appetites. BMC listened to each of us individually, identified where our interests diverged, and drafted an agreement that balanced everything clearly. Two years later, when we brought in a seed investor, the agreement held up perfectly.

Daniel Osei Co-founder and CTO, B2B SaaS company, Barcelona

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Why every multi-shareholder company needs an agreement

Company bylaws are the public skeleton of the company. A shareholders agreement is the private contract that determines how shareholders will live together, make decisions, and separate when the time comes. They are complementary documents, not alternatives.

The experience of BMC’s commercial law lawyers confirms what statistics show: the overwhelming majority of shareholder disputes that reach the courts could have been avoided with a properly drafted shareholders agreement. The time to agree on the rules is when the relationship is good — not when the conflict has already begun.

The five clauses no agreement should omit

1. Governance and decision-making: Who has veto rights over which matters, and what majority is required for different decision types. Day-to-day operational decisions, strategic decisions (entering new markets, taking on significant debt), and extraordinary decisions (selling the company, conducting a new capital round) should each have clearly defined quorum and approval requirements.

2. Transfer restrictions: Mechanisms to control who can enter the company as a new shareholder. These include pre-emption rights (existing shareholders have the right of first refusal before shares are sold to a third party), lock-up periods (prohibitions on selling for a defined initial period), approved transferee lists, and board or shareholder approval requirements for any transfer.

3. Drag-along and tag-along clauses: The drag-along protects the majority in a full company sale; the tag-along protects the minority in a partial sale. Both are essential for any future exit by acquisition to be practically achievable.

4. Anti-dilution provisions: Protections for existing shareholders in future capital rounds, ensuring they have the right to maintain their percentage or receive compensation if they cannot or choose not to participate in a new round. Particularly important where a startup package or future venture capital investment is anticipated.

5. Forced exit mechanisms: What happens when a shareholder dies, becomes incapacitated, is convicted of a crime, breaches a non-compete clause, or simply wants to leave and the parties cannot agree on a price for their shares. The shotgun (buy-sell) clause is the most common mechanism for resolving deadlocks between 50/50 shareholders.

Interaction with corporate transactions

If the company is planning mergers or acquisitions activity or actively seeking investment, the shareholders agreement must anticipate these events. Professional investors (venture capital funds, business angels) will bring their own term sheets with clauses such as liquidation preference, ratchet mechanisms, milestone-based vesting, and independent board representation. Negotiating these terms from a position of knowledge is considerably easier when a well-constructed founders agreement already defines the baseline relationship between shareholders.

At BMC we coordinate the shareholders agreement with the company’s full corporate governance structure, including the tax implications of each clause for corporate income tax and the planning of potential future exits.

FAQ

Frequently asked questions

No, it is not legally required. Company bylaws are mandatory (they are public and govern the company's relationship with third parties), but a shareholders agreement is a private contract between the shareholders that regulates aspects the bylaws cannot or should not cover: strategy, remuneration, confidentiality, conflict resolution mechanisms, and exit conditions. It is strongly recommended for any company with two or more shareholders, particularly where different parties have different objectives or timelines.
The company bylaws (estatutos sociales) are public documents registered at the Mercantile Registry, and they govern the company's formal operations: general meeting procedures, quorum rules, share transfer mechanics, and corporate governance structure. A shareholders agreement is a private contract between the shareholders — not registered and therefore confidential — that regulates matters the bylaws are not suited for: individual remuneration, personal non-compete obligations, drag-along and tag-along rights, founder vesting schedules, and investor protection provisions. Both documents must be consistent with each other.
A drag-along clause gives the majority shareholder the right to compel minority shareholders to sell their shares on the same terms when a third party makes a bona fide offer to acquire the entire company. Without it, a minority shareholder can block an otherwise attractive sale simply by refusing to participate, effectively holding the majority hostage. The corresponding protection for the minority is the tag-along clause: if the majority shareholder sells their stake, minority shareholders have the right to join the sale on the same terms, preventing them from being left with an unknown new majority partner.
Yes, with important nuances. A shareholders agreement is a binding private contract between the signatories. If a shareholder breaches it — for example, by selling shares without offering the pre-emptive right — the other shareholders can seek enforcement or damages through the courts. However, acts performed in the company's name and affecting third parties are governed by the bylaws and company law rather than the private agreement. A third party dealing with the company in good faith is not bound by the private agreement's terms. This distinction matters when designing the interaction between the two documents.
Fees depend on the complexity of the situation: number of shareholders, whether investors or future capital rounds are anticipated, specific clauses required, and whether bylaw amendments are needed. We provide a detailed quote after the initial consultation. As a reference point: a well-drafted shareholders agreement typically costs between 5% and 20% of what a shareholder dispute it prevents would cost in litigation fees alone.

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