A shareholders' agreement is the private contract that governs the relationship between a company's shareholders: who decides, how shares are transferred and what happens if someone leaves. It complements the articles of association, but does not replace them. If the issuer tokenizes its equity, some of those rules can be transferred to the registry of the security.
What is a shareholders' agreement and what distinguishes it from the articles of association
The articles of association are public, are filed with the Commercial Registry and bind the company and third parties. A shareholders' agreement is private and, as a general rule, only binds those who sign it. That difference shapes the issuer's documentation strategy. Whatever must be enforceable against third parties should be included in the articles of association. Confidential matters or round-specific matters remain in the agreement.
In financing rounds, the agreement is the piece negotiated by investors and founders. It sets out economic and political rights that the articles of association cannot always reflect. Before signing, check each clause against its fit with the articles of association and decide where each rule lives.
Typical clauses of a shareholders' agreement
Each agreement is different, but most combine a well-known set of clauses. This table summarizes them at a general level.
| Clause | What it does |
|---|---|
| Drag along (drag-along) | If the majority accepts an offer for 100 %, it can force minority shareholders to sell on the same terms. |
| Tag along (tag-along) | If the majority shareholder sells its stake, the minority shareholder can join the transaction at the same price. |
| Vesting | Founders vest their shares over time or upon milestones; if they leave earlier, they lose the unvested portion. |
| Continued listing | Founders' commitment to dedicate time for a term, with agreed consequences if breached. |
| Right of first refusal | Before selling to a third party, the shareholder must offer its shares to the others. |
| Information rights | The investor receives periodic reporting beyond the legal minimum. |
The detail of each clause requires its own legal advice. Use the table to organize the negotiation, not to draft the contract.
How the agreement coexists with tokenized equity
Tokenizing equity means representing the shares of a public limited company through distributed ledger technology (the interests in a private limited company are not transferable securities and cannot be registered this way: the SL would first have to be converted into a public limited company). Registration and record-keeping are handled by an ERIR (entity responsible for registration and record-keeping, the digital notary of the registry), a role required by Spanish regulations (art. 8, Ley 6/2023; RD 814/2023).
Here is where the useful intersection for the issuer appears. The agreement's transfer rules can be programmed as conditions of the registry itself. A right of first refusal or a holding period can be reflected as restrictions that the registry checks before registering a transfer. The specific scope depends on the design of each issuance and on what ERIR allows to be registered.
The agreement is still necessary. The registry applies objective rules, but it does not interpret disputes, nor resolve breaches, nor replace courts or arbitration. Programming a clause reduces operational friction; it does not eliminate the contract that gives it meaning.
The practical difference becomes clear in the breach. When a shareholder breaches the agreement, the usual response is compensation, because enforcing exact compliance with a corporate clause is slow and sometimes unfeasible. A restriction that the registry checks before registration cannot be breached. An obligation that only lives on paper is enforced later, with cost and uncertainty. That is why it is useful to identify early which rules can be transferred there.
Criterion for the issuer
Before tokenizing with a shareholders' agreement in force, review three points. First, that the articles of association, the agreement and the registry rules say the same thing about transfers. Second, which clauses you want the registry to apply automatically and which ones remain on paper. Third, who updates the registry when the agreement is amended. The full process is in how to issue a security token in Spain; if you start from an open negotiation, it is advisable to close the term sheet first and leave the registry design for the documentation phase.
Are you going to tokenize equity with a shareholders' agreement in force? Take the issuance diagnosis (2 min) or request a proposal. If you prefer to start by reading, download the 2026 guide.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What is a shareholders' agreement?
It is a private contract among the shareholders of a company that governs their relationships: governance, transfer of shares, continuity of the founders and investor rights. Unlike the articles of association, it is not filed with the Commercial Registry and, as a general rule, it only binds those who sign it.
Is it mandatory to sign a shareholders' agreement?
No rule requires it. In practice, almost every financing round includes it because it sets out agreements that the articles of association do not reflect: vesting, drag-along, tag-along or information rights. Without an agreement, those matters remain unregulated and the relationship among shareholders depends only on the law and the articles of association.
Can a shareholders' agreement be programmed into a security token?
Partly. Objective transfer rules, such as an acquisition preference or a lock-up period, can be reflected as restrictions in the register managed by the ERIR, under Ley 6/2023 and RD 814/2023. Clauses that require interpretation or dispute resolution continue to depend on the contract and on the courts or arbitration.
