Your Shareholders Agreement and Articles of Incorporation or By-Laws
Does a Shareholders Agreement supersede the Articles of Incorporation or By-Laws of my corporation?
It is highly recommended that, in order to avoid conflicts, Shareholder Agreements should be consistent and coherent with both the Articles of Incorporation and the By-Laws of your corporation. However, in cases of conflict, a Unanimous Shareholder Agreement (USA) may supersede certain provisions of the governing Articles of Incorporation and By-Laws of your corporation.
For this to happen, all shareholders agreements should include a specific provision detailing how to proceed in case of conflict with the Articles of Incorporation or the By-laws of the corporation.