Use this template to prepare a Complex Shareholder Agreement with a Certificate of Agreed Value, to govern the conduct of a corporation and set restrictions on the transfer of its shares. Provisions of the Shareholder Agreement include:

• Before offering shares to any other party, a shareholder must first offer them to the corporation.


• The corporation is obligated to purchase a shareholder’s shares if the holder dies or becomes incapacitated, bankrupt, makes an assignment for the benefit of creditors, or if the shares are attached.


• The purchase value of the shares is determined by a certificate of agreed value signed by all of the shareholders and filed with the corporation.


• If the certificate of agreed value is older than 2 years, the book value of the shares will be used, as determined by the corporation’s accountants.

This USA Complex Shareholder Agreement with Certificate of Agreed Value is provided in MS Word format, and is fully editable to meet your requirements.