Starting a corporation with co-founders, bringing in an investor, or setting up your Inc. — and you need the agreement that says who owns which shares and who controls the company? A shareholder agreement — also searched as a shareholders agreement, a corporate bylaws / buy-sell agreement, a stock purchase or founders agreement — is the CORPORATION counterpart to an LLC operating agreement: the governing contract the founders and shareholders of a corporation sign to set out share ownership, governance, transfers, a buy-sell and what happens when a shareholder leaves. PaperKit builds the right one: pick the corporation — C CORPORATION, S CORPORATION, CLOSE CORPORATION, or PROFESSIONAL CORPORATION (this sets the title, the terminology and the tax treatment, including the Subchapter S election) — then pick how it's governed, which rewrites the governance section: BOARD-MANAGED (an elected board runs it), SHAREHOLDER-MANAGED (the shareholders run it directly), or SOLE DIRECTOR. Then add the shareholders in a table — each one's name, share count and price per share — and it does the math: total shares, total invested, and each holder's ownership % worked out from their shares, always totalling 100%. Every clause a shareholder agreement expects is laid out and toggleable: incorporation & name, purpose, principal office & registered agent, capital structure & authorized shares, the shareholders & ownership table, issuance & consideration, governance & the reserved matters, voting, dividends, transfer restrictions with a right of first refusal, a buy-sell on death / disability / departure / default, drag-along & tag-along rights, pre-emptive rights, founder share vesting, books, records & tax treatment, an optional shareholder non-compete, and optional binding arbitration — plus governing law and extra terms. It's self-drafted: the organizing shareholder reviews and e-signs online, every other shareholder signs on their printed signature line, and you download the clean PDF, with an optional notary block. (This is a template, not legal advice; corporation statutes, the S-corp election, securities rules and fiduciary duties vary by state and by corporation type — confirm yours before relying on this form.)
The big lever — it sets the title, the terminology and the tax treatment.
C corporation — the default corporation. Taxed at the corporate level; the standard form for startups taking outside investment.
The lever that rewrites the governance section — an elected board, the shareholders directly, or a single director.
Board-managed — the shareholders elect a board of directors that manages the corporation and appoints the officers. Name the initial directors below.
Add each shareholder, how many shares they hold, and the price paid per share. Ownership % is worked out from each holder's share of the total shares — always totalling 100%.
The shareholder setting this up. You draft and e-sign online; every other shareholder signs on the printed signature line.
Turn on what applies. Transfer restrictions, buy-sell, drag/tag and dividends are on by default.
A real, section-by-section shareholder agreement with a capitalization & ownership table. The corporation type sets the terminology and tax; the governance choice rewrites who runs it. Publish to get a hosted link you can e-sign online.
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A shareholder agreement is a template for convenience, not legal advice. It is the governing contract among a corporation's owners — corporation statutes, the S-corp election, securities rules, professional-licensing rules and fiduciary duties vary by state and by corporation type. PaperKit is not a law firm and records electronic execution via the signer's typed name; confirm your requirements before relying on this form.