>In conjunction with a shareholders` pact, a shareholder decision indicates how to continue to enforce shareholder action. Shareholder decisions are made either as special decisions or as ordinary decisions. Ordinary decisions are generally adopted for routine enterprises by simple majority, while special resolutions require a majority of 75% and generally concern the formation of a business. The default position is that a proper resolution is required unless the law or articles say otherwise. The Companies Act 2006 provides that a written decision can be signed by the same majority as a decision adopted at a meeting, which is a simple majority for an ordinary resolution and 75% for a special resolution, whereas the 1985 Act required unanimity. It is essential that the shareholders` pact provide that the fund be empowered to appoint a certain number of members of the start-up`s board of directors, as this guarantees a presence on the board of directors and allows it to exercise its right to information without any problems. This will enable it to have permanent access to the start-up`s information systems and management team and, among other things, to adequately monitor the evolution of its metrics and results.  For the simple discussion, I will call for both shareholder agreements for capital companies and enterprise agreements for shareholder agreements. Similarly, I will refer to both shareholders and shareholders as shareholders. Similarly, an LLC is made up of the submission of a founding certificate, where the similarity with a business usually ends. While the charter can be robust in its governance rules, so that it cannot be amended by shareholders without the approval of the board of directors, an establishment certificate generally provides only the minimum necessary – the name and address of the LLC. The actual meat is in the enterprise agreement which, in a way, acts as the statutes of a company, but can better be considered a shareholder pact among the members of the LLC.
Right to first refusal (ROFR). This provision allows any non-selling shareholder to purchase the equity of a selling shareholder on the same terms as the selling shareholder offers to a third party.