Philippine Shareholders’ Agreement Generator

Step 1 of 8

Confirm the corporate route

8 questions on this step

Separate a private shareholders’ agreement from an issuance, transfer, public offer, regulated entity, or acquisition filing.

This is for an existing Philippine private stock corporation and will not itself issue, subscribe, sell, or transfer shares

Which corporation route applies?

Ordinary private stock corporationThe statutory board-management model remains controlling.Close corporationAdds the special articles, transfer, management, fiduciary, deadlock, and withdrawal rules.

Does the corporation have a special status?

What should this ownership agreement accomplish?

Optional · sends this answer only · you approve every change

Is a current share sale, subscription, option, or other equity transaction contemplated?

Does any direct or indirect foreign interest exist?

Could the arrangement or related deal acquire control of a business?

The corporate, securities, nationality, tax, competition, and control routes were checked

Step 1 of 8

PARTIES, PURPOSE, AND LIMITED EFFECT

This Shareholders’ Agreement (the “Agreement”) takes effect on October 2, 2026 among the shareholders listed below concerning [CORPORATION], SEC Registration No. [SEC NUMBER], with principal office at [PRINCIPAL OFFICE].

Purpose: [AGREEMENT PURPOSE].

The Agreement governs only the parties’ contractual rights and how they exercise shareholder rights. It does not itself issue, subscribe, sell, endorse, deliver, cancel, redeem, or transfer a share; amend articles or bylaws; elect or remove a director; bind the Corporation when it is not a valid party; or replace a board, stockholder, SEC, BIR, PCC, regulator, court, or stock-and-transfer-book act required by law.

The parties represent that all issued and outstanding shares are held by signatories, subject to verification against the capitalization record.

No listed, public-offer, public-interest, regulated, foreign-corporation, OPC, or foreign-participation status is represented after the stated review. Current route: Ordinary private stock-corporation route.

No control transaction is represented as planned. A later acquisition, joint venture, drag sale, or control change requires a fresh PCC analysis using the thresholds and rules then effective.