Partners' Agreements and Parasocial Agreements: Growing with a Solid Legal Foundation
At Nextica Law & Tax, we understand that both entrepreneurs and freelancers face unique challenges in the business world. Our team specializes in supporting startups, family businesses, and freelancers, offering ongoing legal services that ensure a solid foundation for the growth of your project. We draft partnership agreements and shareholder agreements that define the rights and responsibilities of each party, preventing future conflicts. Shareholder agreements incorporate key clauses that protect both founders and investors, ensuring a transparent and fair structure for all involved.
DIFFERENCE BETWEEN STATUTES AND SHAREHOLDER AGREEMENT
| Articles of Association | Parasocial pact | |
|---|---|---|
| Is it public? | Yes — registered in the Commercial Registry. Opposable to all. | No — confidential. Only links to the signatories. |
| Is it mandatory? | Yes — without bylaws there is no society. | No — but essential with 2+ partners or investors. |
| Modification | Board agreement + notarial deed + registration. | Private agreement between the signing partners. No registration cost. |
| What regulates | Basic structure: capital, organs, legal quorum, social object. | Relationships between partners: exit, entry, investment, governance, conflicts. |
| Prevalence | In front of third parties and society itself. | Between the signing partners. Not enforceable against the company or third parties. |
Is it public?
Is it mandatory?
Modification
What regulates
Prevalence
WHY NEXTICA FOR YOUR PARTNERSHIP AGREEMENT
We draft and negotiate clearly, ensuring that all parties understand their rights and obligations, so that the business can operate without conflicts.
Experience in agreements for seed and Series A stage startups, with both Spanish and international venture capital investors.
We coordinate the agreement with the bylaws
both documents must be consistent. An agreement that contradicts the bylaws creates conflicts of interpretation.
Execution speed
when there is an investor waiting, time is critical. At Nextica, we draft partnership agreements in 72 hours when urgency demands it.
En detalle
Anti-Dilution Clauses
They protect the founding partners in case of future capital increases, preventing their participation from being disproportionately reduced. The two main modalities are: full ratchet (adjusts the conversion price to the lowest price of the new round, very favorable for the investor) and weighted average (takes into account the volume of the new issuance, more balanced and the most common in the European market).
Tag Along Clauses (Right of Accompaniment)
They allow minority shareholders to sell their shares on equal terms if one of the majority shareholders decides to sell their stake, thus protecting small investors. The majority shareholder cannot complete the sale if the buyer does not agree to also acquire the shares of minority shareholders exercising the tag along.
Drag Along Clauses
They force minority shareholders to sell their shares under the same conditions as majority shareholders in the event of a general sale, simplifying acquisitions or mergers. From the investor's perspective, it is essential to be able to complete a sale of the company without a minority shareholder blocking it. Founders must negotiate the activation thresholds (minimum percentage of shareholders that must approve the sale for the drag along to be activated).
Vesting Clauses
They ensure that the founders and key partners meet their long-term commitments by linking the acquisition of their stake to the time they remain in the company. The most common structure: a 12-month cliff period (if the founder leaves before 12 months from the start of the vesting, they do not acquire any stake) followed by linear monthly vesting over an additional 36 months (4 years in total).
Preemptive Purchase Rights
Current partners are given priority to purchase the shares that any other partner wants to sell before they can offer them to a third party. It allows partners to control the entrance of new partners into the company's capital.
Rights to Information
The investor has the right to receive periodic financial information: monthly or quarterly financial statements, approved annual budget, and access to the company's accounting. They are a clause of transparency that the founders must systematically comply with to maintain the investor's trust.
Reinforced Quorums
Decisions that require the favorable vote of investors or a supermajority of capital: capital increases, changes to the corporate purpose, sale or merger of the company, contracting debt that exceeds certain thresholds, changing the CEO or key management team, and modification of the partnership agreement itself.
Frequently asked questions
Is the shareholders' agreement mandatory?
It is not legally mandatory, but it is highly recommended in any company with two or more partners, and absolutely essential when there are external investors. Without an agreement, the relationships between partners are governed exclusively by the articles of association and the Companies Act, which rarely cover the particular situations that may arise in practice: a partner who wants to leave, an investor who enters, a governance conflict.
What is the ideal moment to sign the partnership agreement?
Before the investor enters the capital. The agreement is signed simultaneously with the capital increase or with the transfer of shares to the investor. Negotiating the agreement after the investor has entered is much more difficult because the positions are already consolidated. For startups without external investors, the ideal moment is at the founding or when one of the founders begins to consider reducing their involvement.
What is vesting and how does it affect founders?
Vesting ties the definitive acquisition of the founder's shares to their continued presence in the company. If a founder with 1,000 shares has a vesting period of 4 years with a 1-year cliff and leaves after 18 months, they will have acquired 25% of the shares (from the cliff year) plus 6/36 of the subsequent monthly vesting period: in total, approximately 41.7% of their shares. The remainder reverts to the company or is redistributed among other partners according to what is established in the agreement.
Can the partnership agreement be amended once signed?
Yes, if all signatories agree. The modification of the agreement requires the unanimous consent of all partners who signed it, unless the agreement itself establishes a different majority for its modification. This is an important difference compared to the bylaws, whose modification can be approved by a majority.
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