Membership / Shareholder Agreements

Membership and Shareholder Agreement Attorneys: Safeguarding Your Business Interests in New York

Whether you’re starting a new company or managing an established one, clearly defining the rights and responsibilities of your business partners is critical. In New York, membership agreements (for LLCs) and shareholder agreements (for corporations) serve as the legal foundation that governs ownership, control, profit distribution, and conflict resolution.

At Held & Hines LLP, our experienced New York business attorneys draft, review, and enforce customized agreements that protect your investment and ensure your business runs smoothly. We work with startups, family-run businesses, investor groups, and corporations of all sizes to create agreements that are comprehensive, enforceable, and tailored to your unique goals.

Why You Need a Membership or Shareholder Agreement

Verbal understandings and handshake deals can quickly fall apart. Without a written agreement, you risk internal disputes, legal uncertainty, and expensive litigation. Shareholder and membership agreements protect everyone’s interests by outlining how the business is owned, managed, and transitioned—especially in times of disagreement or change.

These Agreements Often Address

Voting rights and decision-making power
Profit and loss distribution
Ownership percentages or units of interest
Rules for transferring ownership or buying out members
What happens in the event of death, disability, or departure
Dispute resolution mechanisms
Confidentiality, non-compete, and non-solicitation clauses

Our team at Held & Hines LLP ensures your agreement reflects your business structure, expectations, and vision.

Membership Agreements for LLCs

A membership agreement is essential for Limited Liability Companies (LLCs), especially those with more than one member. In New York, while operating agreements are not filed with the state, they are legally required and enforceable under New York Limited Liability Company Law.

A Strong Membership Agreement Will Cover

Each member’s capital contributions and ownership stake
Profit sharing and tax responsibilities
Management structure (member-managed or manager-managed)
Rules for adding or removing members
Buyout provisions and valuation methods
Procedures for dissolving the LLC

We help you avoid ambiguity by drafting detailed agreements that protect your LLC’s longevity and flexibility.

Shareholder Agreements for Corporations

A shareholder agreement is crucial for corporations—especially closely-held or family-owned businesses—where relationships and financial interests are closely tied together.
Common Provisions Include:

Rights of first refusal or share transfer restrictions
Voting agreements and board structure
Dividend policies
Deadlock-breaking mechanisms
Buy-sell agreements for unexpected events
Minority shareholder protections
Exit and succession planning

Our attorneys structure these agreements to reduce future conflict, attract investors, and support long-term business goals.

When Disputes Arise

Even with the best intentions, disagreements can happen. Without a clear, enforceable agreement, small disputes can escalate into costly lawsuits. Our firm is experienced in litigating partnership, shareholder, and member disputes involving:

Breach of fiduciary duty
Unequal treatment of shareholders or members
Improper share transfers
Freeze-outs and forced buyouts
Misuse of company funds or authority

Held & Hines LLP provides aggressive legal representation to protect your rights, whether you are enforcing an agreement or defending against unfair practices.

Talk to a New York Business Agreement Attorney Today

Don’t wait until a disagreement threatens your business. The attorneys at Held & Hines LLP will help you create, revise, or enforce a shareholder or membership agreement that aligns with your business structure and objectives. Whether you’re a founder, investor, or managing partner, we provide sound legal guidance every step of the way.

With offices in Manhattan and Brooklyn, we serve businesses across all five boroughs and throughout the state of New York.

Shareholder and Membership Agreements in New York

Is a membership or shareholder agreement required by law in New York?

While not always required, these agreements are strongly recommended to avoid relying on default rules under New York LLC or corporate law, which may not suit your needs.

What’s the difference between a shareholder agreement and an operating agreement?

A shareholder agreement applies to corporations and governs shareholders’ rights. An operating agreement governs LLCs. A membership agreement can be a component of an LLC’s operating agreement.

Can we draft these agreements after the business is formed?

Yes. It’s best to do so early, but agreements can be created or revised as the business grows or changes.

What if we already have an agreement but need to update it?

We can help amend your existing agreements to reflect new partners, changes in law, or updated business goals.

What happens if there’s no agreement and a dispute arises?

In the absence of an agreement, New York’s default business laws will apply, which may not reflect your original intentions and could put your interests at risk.

Contact Held & Hines LLP for a Free Consultation

Looking to protect your business interests with a custom agreement? Contact Held & Hines LLP today to schedule your free consultation with our knowledgeable business attorneys.

855.HELD.HINES