Shareholders' agreement: what is its purpose and what clauses does it contain?

According to Bpifrance Création, a shareholders' agreement is an optional contract established between shareholders, supplementing the company's articles of association. According to the information sheet, it can be signed by all shareholders or only some of them, and it only concerns its signatories. Also according to the information sheet, it is neither published nor filed with the commercial court. Its clauses cover capital entry, the sale of shares, and governance.

This page discusses shareholder agreements based on a single source: the "Shareholders' Agreement: Organization and Operation" fact sheet from Bpifrance Création, published in June 2026. It does not address the tax implications of the agreement, its social security treatment, the drafting of clauses, or clauses specific to fundraising. These topics are not covered here.

What is a shareholders' agreement?

Bpifrance Création defines it as follows: "Optional agreement established between partners in addition to the company's articles of association".

Three characteristics stand out from the information sheet:

• It is optional. The document describes it as an optional agreement.
• It binds its signatories. The document states: "A shareholders' agreement can be signed by all shareholders or limited to some of them."«
• It is neither published nor filed with the registry. The document states that it "is neither published nor filed with the registry".

The guide also distinguishes between two terms. The "partners' agreement" applies to SARLs and SCIs, while the "shareholders' agreement" applies to SASs and SAs. According to the guide, it's the same tool, with the same objectives: the difference lies in the company's legal structure.

The clauses described by the source

The document distinguishes between two families of clauses. The definitions below are taken from the document, without adding any mechanisms.

Clauses on capital and the sale of securities

Clauses on the operation of the company

The document states that these clauses "allow for the organization of governance and therefore the anticipation of strategic disagreements between partners." It cites:

• decisions requiring unanimity; ;
• the enhanced information procedures; ;
• the dividend distribution policy; ;
• non-competition agreements.

Dividend distribution policy is therefore among the topics that a shareholders' agreement can address. Dividend taxation is discussed on another page.

The duration of the pact

The document states that the signatories "must necessarily agree on a duration for the agreement." It specifies: "This agreement can therefore be concluded for a fixed term (for example, 5 years) or for a term linked to the life of the company."«

It also cites a ruling by the Court of Cassation dated March 11, 2026. According to the information sheet, for a shareholders' agreement without an express term, the agreement is "deemed to have been concluded for the remaining term of the company of which the parties are shareholders," and the parties "cannot unilaterally terminate it." The information sheet mentions a caveat for cases where contrary circumstances exist: this can be found in the information sheet.

This decision is reported exactly as presented in the document. Its text could not be reviewed with the judicial source for this page; for any specific situation, you must verify with the source.

Modifications and omissions

The document states: "Any modification requires the unanimous agreement of the signatories unless specific provisions are included in the pact itself.".

She indicates that failure to comply with an agreement can lead to several consequences, including:

• the payment of damages; ;
• the application of penalties stipulated in the contract; ;
• the obligation to sell one's securities; ;
• the exclusion of a partner.

Before signing

The guide recommends seeking the assistance of a lawyer or expert to ensure the agreement aligns as closely as possible with the shareholders' expectations and to anticipate exit strategies or conflicts. It provides a link to a sample shareholders' agreement for a simplified joint-stock company (SAS) and its explanatory notes.

Numerical example (fictitious profile)

Situation. Sophie, Marc, and Paul are partners in the same company. Sophie and Marc sign a partnership agreement on November 16, 2026, for a fixed term of 5 years, as illustrated in the example provided. Paul does not sign it.

Issue. Who is bound by the pact, and until when?

Strategy. Apply the instructions provided: the agreement only applies to its signatories, and its duration is that which the signatories have agreed upon. Calculation method: the 5 years are counted from date to date, starting from the date of signature. This agreement is not included in the instructions.

Result.

If Sophie and Marc had not set any term, the document indicates, according to the judgment of March 11, 2026 which it reports, that the pact would be deemed concluded for the remaining term of the company, without possible unilateral withdrawal.

This profile is fictitious. The end date depends on the actual wording of the agreement and the chosen accounting method: if the last day is excluded, the term expires the day before, resulting in a calculation of 1,825 days. This calculation illustrates a duration and does not predict your specific situation.

What changes depending on your situation

• The number of partners and the distribution of capital : a pact can bind all the partners or only some of them.
• The clauses adopted : the sheet describes several, which do not necessarily all appear in the same pact.
• The chosen duration : a fixed term, or a duration linked to the life of the company.
• The company's legal structure and its articles of association The information sheet uses "partners' agreement" for SARLs and SCIs, and "shareholders' agreement" for SASs and SAs. This page does not address differences beyond this terminology.
• Your projects : arrival of a new partner, sale, departure.

The rule depends on your situation. No results are guaranteed.