Direct answer: A shareholders’ agreement supplements the articles and governs matters general forms may not cover: management, funding, reserved decisions, share transfers and exits. It should align with the company’s articles so registered authority does not conflict with private rights.

Practical steps

• Define roles and contributions.
• Set manager authority limits and special-majority decisions.
• Arrange additional funding and profit distributions.
• Draft pre-emption, confidentiality and intellectual property rights.
• Plan for deadlock, default, death and exit.

Documents and issues to settle

• Ownership and contribution schedule.
• Draft articles of association.
• Funding and distribution policy.
• Share valuation and sale mechanism.
• Governing law and dispute resolution clause.

Common mistakes

• Relying on a verbal understanding.
• Copying a foreign template without adapting it.
• Leaving the consequences of additional funding unclear.
• Using a disproportionate penalty clause.

Frequently asked question

Does the agreement replace the articles?

No. It supplements them; matters that must be official should also appear in the company’s filed documents.

Next step

Review activity, ownership, funding and licenses before committing. See our company formation service and related legal articles.

Source and legal review

Primary official source: GAFI Investor Services Center Guide. Reviewed by legal consultant Tarek Ibrahim on 4 October 2026. Recheck requirements at filing.