Direct answer: A shareholders’ agreement complements the articles by regulating management, funding, reserved decisions, transfers and exit. It should be aligned with the registered constitutional documents.

Practical steps

• Record roles and contributions
• Set manager limits and reserved matters
• Regulate funding calls and distributions
• Draft pre-emption, confidentiality and IP clauses
• Test deadlock, default, incapacity and exit

Documents and decisions

• Cap table and contribution evidence
• Draft articles
• Funding and distribution policy
• Valuation and transfer mechanism
• Governing law and dispute clause

Common mistakes

• Relying on oral trust
• Using an unlocalised template
• Leaving future funding undefined
• Using a disproportionate penalty

Frequently asked question

Does it replace the articles?

No. It complements them, and matters requiring registration must appear in the official documents.

Next step

Review the activity, ownership, funding and licensing path before commitments. See Legal Protector in English and related articles, then request a project-specific legal assessment.

Source and legal review

Primary official source: GAFI Investor Service Center Guide. Legal reviewer: Tarek Ibrahim. Reviewed on 4 October 2026. Requirements must be rechecked at filing.