Voting Trust Agreement - Appointment by Shareholder

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This Voting Trust Agreement (Appointment by Shareholder) gives the voting trust the right and authority to vote the shares held by a shareholder. This agreement sets out all relevant terms including the number of shares and how they will be delivered and held by voting trustee.

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This Voting Trust Agreement (Appointment by Shareholder) is between a shareholder and a voting trustee who has been given the authority to vote the shareholder's shares. This agreement sets out the specific terms including the delivery of the shares, how these certificates are held and the acknowledgement and right to vote the shares. It also sets out the name of the issuing corporation and the exact number of shares held by the shareholder. It is imperative that this agreement be clearly set out in writing. A written Voting Trust Agreement (Appointment by Shareholder) will prove invaluable in the event there are disagreements, misunderstandings or litigation surrounding the shares held and the voting power of the trustee.

This Voting Trust Agreement (Appointment by Shareholder) contains the following:
  • Parties: Sets forth the names and addresses of the issuing corporation, shareholder and voting trustee;
  • Share Information: Sets out the specifics regarding the shares, including the date and state where incorporated, authorized number of shares issued and number of shares held by shareholder;
  • Delivery/Holding of Shares: Sets forth how the share certificates will be delivered and held by the voting trustee;
  • Right to Vote: Shareholder gives the voting trustee the authority to vote all shares represented by the previously delivered certificates;
  • Signatures: This agreement must be signed by a corporate representative, the shareholder and the voting trustee.

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This attorney-prepared packet contains:
  1. General Instructions
  2. Voting Trust Agreement (Appointment by Shareholder)
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Voting Trust Agreement
(Appointment by Shareholder)

 

THIS AGREEMENT made as of [Date of Agreement (ie. July 31, 2002)]]
B E T W E E N:
[NAME OF CORPORATION WHOSE SHARES ARE THE SUBJECT OF THE AGREEMENT] a corporation incorporated under the laws of the State of [State of Incorporation], with its principal place of business at [Address of Corporation]
(the "Corporation")
- and -
[NAME OF SHAREHOLDER], of [Address of Shareholder]
(the "Shareholder")
- and -
[NAME OF VOTING TRUSTEE], of [Address of Voting Trustee]
(the "Voting Trustee")
WHEREAS:
(A)   The Corporation was incorporated under the laws of the State of [State of Incorporation of Corporation (ie. California)] on [Date of Incorporation of Corporation (ie. January 22, 2000)] with an authorized capital of [Authorized Capital of Corporation (ie. 1,000 Common Shares)] (the "Authorized Shares");
(B)   The Shareholder owns [Number of Authorized Shares owned by Shareholder] of the Authorized Shares representing all of the issued and outstanding shares in the capital of the Corporation (the “Issued Shares”); and
(C)   The Shareholder has agreed that the Voting Trustee shall control the right to vote attaching to the Issued Shares;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants and agreements of the parties herein contained, it is agreed by and between the parties as follows:
1.   Delivery of Share Certificates. The parties hereby authorize and direct the Corporation to deliver to the Voting Trustee the share certificate or certificates representing the Issued Shares.
2.   Holding of Issued Shares. The Voting Trustee agrees that the certificates representing all of the Issued Shares received by him shall be held in accordance with the terms of this Agreement and he or she shall deliver to the Shareholder, from time to time, upon request, an acknowledgement of the number of Issued Shares represented by certificates held by the Voting Trustee hereunder.
3.   Right to Vote. The Shareholder agrees that the Voting Trustee shall, in respect of all Issued Shares represented by certificates deposited with him or her hereunder, exclusively possess and be entitled to exercise in person or by proxy the right to vote pertaining to such Issued Shares including, without limitation, the right to take part in and consent to any corporate or shareholders' action of the Corporation.
4.   Acknowledgement. It is understood and agreed that the Voting Trustee shall exercise all rights as Voting Trustee in accordance with the requests of the Shareholder from time to time, and failing any such requests, shall abstain from voting and shall appoint a nominee of the Shareholder as his proxy to vote such shares at any time as required by the Shareholder.
5.   Notices. Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given and delivered to the party to whom it is given or mailed, by prepaid registered mail, addressed to such party:
if to the Corporation:
[Address of Corporation] 
Attention: [Attention Name]
if to the Shareholder:
[Address of Shareholder]
if to the Voting Trustee:
[Address of Voting Trustee] 
or at such other address as the parties to whom such writing is to be given shall have last notified in writing all other parties of a change of address for the purposes of this provision. Any notice mailed as aforesaid shall be deemed to have been given and received on the third business day following the date of its mailing. Any notice personally delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it is personally delivered, provided that if such day falls on a weekend or statutory holiday, then the notice shall be deemed to have been given and received on the business day next following such day. In the event of a postal disruption, notices hereunder must be personally delivered.
6.   Time of the Essence. Time shall be of the essence of this Agreement and every part thereof.
7.   Waiver. No waiver on behalf of any party or breach of any of the covenants, conditions and provisions herein contained shall be effective or binding upon such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party's rights with respect to any other future breach.
8.   Further Assurances. Each of the parties covenants and agrees that he, his heirs, executors, administrators, successors and assigns will sign such further agreements, assurances, waivers and documents, attend such meetings, enact such by-laws or pass such resolutions and exercise such votes and influence, do and perform or cause to be done and performed such further and other acts and things that may be necessary or desirable from time to time in order to give full effect to this Agreement and every part thereof.
9.   Headings. The headings of the sections of this Agreement are inserted for convenience only and do not constitute part of this Agreement.
10.   Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns.
11.   Invalidity. If any covenant or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy, all other conditions and provisions of this Agreement shall, nonetheless remain in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.
12.   Entire Agreement. This Agreement expresses the final Agreement between the parties with respect to all matters herein and no representations, inducements, promises or agreements or otherwise between the parties not embodied herein shall be of any force and effect. This Agreement shall not be altered, amended or qualified except by a memorandum in writing, signed by all of the parties, and any alteration, amendment or qualification thereof shall be null and void and shall not be binding upon any such party unless made and recorded as aforesaid.
13.   Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of [State of Governing Law of Agreement (ie. California)]. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the State of [State of Governing Law of Agreement (ie. California)].
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
 
 
 
[NAME OF CORPORATION]
 
 
Per:
 
 
 
 
Name:
Title:
 
 
 
 
Witness
 
[NAME OF SHAREHOLDER]
 
 
 
 
Witness
 
[NAME OF VOTING TRUSTEE]
 
Number of Pages6
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28550
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Voting Trust Agreement
(Appointment by Shareholder)

 

THIS AGREEMENT made as of [Date of Agreement (ie. July 31, 2002)]]
B E T W E E N:
[NAME OF CORPORATION WHOSE SHARES ARE THE SUBJECT OF THE AGREEMENT] a corporation incorporated under the laws of the State of [State of Incorporation], with its principal place of business at [Address of Corporation]
(the "Corporation")
- and -
[NAME OF SHAREHOLDER], of [Address of Shareholder]
(the "Shareholder")
- and -
[NAME OF VOTING TRUSTEE], of [Address of Voting Trustee]
(the "Voting Trustee")
WHEREAS:
(A)   The Corporation was incorporated under the laws of the State of [State of Incorporation of Corporation (ie. California)] on [Date of Incorporation of Corporation (ie. January 22, 2000)] with an authorized capital of [Authorized Capital of Corporation (ie. 1,000 Common Shares)] (the "Authorized Shares");
(B)   The Shareholder owns [Number of Authorized Shares owned by Shareholder] of the Authorized Shares representing all of the issued and outstanding shares in the capital of the Corporation (the “Issued Shares”); and
(C)   The Shareholder has agreed that the Voting Trustee shall control the right to vote attaching to the Issued Shares;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants and agreements of the parties herein contained, it is agreed by and between the parties as follows:
1.   Delivery of Share Certificates. The parties hereby authorize and direct the Corporation to deliver to the Voting Trustee the share certificate or certificates representing the Issued Shares.
2.   Holding of Issued Shares. The Voting Trustee agrees that the certificates representing all of the Issued Shares received by him shall be held in accordance with the terms of this Agreement and he or she shall deliver to the Shareholder, from time to time, upon request, an acknowledgement of the number of Issued Shares represented by certificates held by the Voting Trustee hereunder.
3.   Right to Vote. The Shareholder agrees that the Voting Trustee shall, in respect of all Issued Shares represented by certificates deposited with him or her hereunder, exclusively possess and be entitled to exercise in person or by proxy the right to vote pertaining to such Issued Shares including, without limitation, the right to take part in and consent to any corporate or shareholders' action of the Corporation.
4.   Acknowledgement. It is understood and agreed that the Voting Trustee shall exercise all rights as Voting Trustee in accordance with the requests of the Shareholder from time to time, and failing any such requests, shall abstain from voting and shall appoint a nominee of the Shareholder as his proxy to vote such shares at any time as required by the Shareholder.
5.   Notices. Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given and delivered to the party to whom it is given or mailed, by prepaid registered mail, addressed to such party:
if to the Corporation:
[Address of Corporation] 
Attention: [Attention Name]
if to the Shareholder:
[Address of Shareholder]
if to the Voting Trustee:
[Address of Voting Trustee] 
or at such other address as the parties to whom such writing is to be given shall have last notified in writing all other parties of a change of address for the purposes of this provision. Any notice mailed as aforesaid shall be deemed to have been given and received on the third business day following the date of its mailing. Any notice personally delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it is personally delivered, provided that if such day falls on a weekend or statutory holiday, then the notice shall be deemed to have been given and received on the business day next following such day. In the event of a postal disruption, notices hereunder must be personally delivered.
6.   Time of the Essence. Time shall be of the essence of this Agreement and every part thereof.
7.   Waiver. No waiver on behalf of any party or breach of any of the covenants, conditions and provisions herein contained shall be effective or binding upon such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party's rights with respect to any other future breach.
8.   Further Assurances. Each of the parties covenants and agrees that he, his heirs, executors, administrators, successors and assigns will sign such further agreements, assurances, waivers and documents, attend such meetings, enact such by-laws or pass such resolutions and exercise such votes and influence, do and perform or cause to be done and performed such further and other acts and things that may be necessary or desirable from time to time in order to give full effect to this Agreement and every part thereof.
9.   Headings. The headings of the sections of this Agreement are inserted for convenience only and do not constitute part of this Agreement.
10.   Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns.
11.   Invalidity. If any covenant or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy, all other conditions and provisions of this Agreement shall, nonetheless remain in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.
12.   Entire Agreement. This Agreement expresses the final Agreement between the parties with respect to all matters herein and no representations, inducements, promises or agreements or otherwise between the parties not embodied herein shall be of any force and effect. This Agreement shall not be altered, amended or qualified except by a memorandum in writing, signed by all of the parties, and any alteration, amendment or qualification thereof shall be null and void and shall not be binding upon any such party unless made and recorded as aforesaid.
13.   Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of [State of Governing Law of Agreement (ie. California)]. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the State of [State of Governing Law of Agreement (ie. California)].
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
 
 
 
[NAME OF CORPORATION]
 
 
Per:
 
 
 
 
Name:
Title:
 
 
 
 
Witness
 
[NAME OF SHAREHOLDER]
 
 
 
 
Witness
 
[NAME OF VOTING TRUSTEE]
 

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