Bringing in a new partner or investor is, for many Guatemalan companies, a natural step in growth. It is also one of the moments that most often generates future conflict, precisely because it tends to be handled with enthusiasm and, too often, without adequate documentation.

The Most Common Mistake: Relying on the Relationship

It is common for two people who already know and trust each other—friends, family members, former coworkers—to decide to become partners without precisely documenting the terms of the agreement, under the logic that “we don’t need that between us.” The problem shows up when the relationship changes, the business doesn’t grow as expected, or one of the partners decides to follow a different path.

1. Capital Contribution vs. Work Contribution

One of the points that generates the most confusion is the difference between the partner who contributes money and the one who contributes work or management to the business. The Commercial Code (Decree 2-70) recognizes different corporate structures with their own rules on this point, but beyond the legal form chosen, the agreement between partners should clearly state:

• What percentage of ownership corresponds to each contribution.
• Whether the partner contributing work also receives compensation for their management, separate from profits.
• What happens if one of the partners dedicates less time than agreed to the business.

2. Documenting Partner Decisions

Article 53 of the Commercial Code requires every commercial company to keep a minute book recording the decisions of its governing bodies, and Article 55 requires administrators to report to the partners at least once a year. These are not optional formalities: they are the documentary foundation that protects all partners in the event of a future disagreement.

3. Exit Clauses: What Happens If a Partner Wants to Leave

This is one of the points most frequently overlooked at the start of a partnership, and one of the ones that generates the most conflict later on. The partnership agreement should anticipate:

• How the departing partner’s stake is valued. Without a formula agreed on in advance, this becomes a matter of negotiation—or litigation—right at the moment of greatest tension between the parties.
• Whether the remaining partners have a right of first refusal to acquire that stake before it is offered to a third party.
• Terms and payment conditions if the departure means the company or the other partners must buy out that stake.

4. Bringing in an Investor: Due Diligence Before Signing

When the person joining is an outside investor, it is common for them to request a review of the company’s legal situation before contributing capital. This is called Due Diligence, and it is in the best interest of the business owner receiving the investment to come prepared: with corporate documentation in order, current contracts reviewed, and labor and tax obligations up to date. A company that cannot clearly present this information creates distrust and may lose favorable terms in the negotiation—or the investment itself.

5. Shareholders’ Agreement vs. Articles of Incorporation

Many of these agreements can be incorporated directly into the company’s articles of incorporation, but in practice it is also common—and advisable—to formalize a separate shareholders’ agreement that goes into greater detail on matters such as exit valuation, confidentiality, non-competition, and mechanisms for resolving disputes between partners.

Conclusion

A partnership built on well-documented agreements does not eliminate the possibility of a future disagreement between partners, but it does determine whether that disagreement is resolved under clear rules or turns into a prolonged, costly conflict.

Frequently Asked Questions

Is a shareholders’ agreement necessary if we already have articles of incorporation?

It is highly recommended. The articles of incorporation usually cover the minimum formal requirements set by law; a shareholders’ agreement allows the partners to detail specific arrangements—such as valuation formulas or non-competition clauses—that the articles of incorporation don’t necessarily address.

What happens if we never defined what happens if a partner wants to leave, and now one of us wants to go?

It’s possible to negotiate at that point, but without a formula agreed on beforehand, the negotiation starts from a position of greater uncertainty for both sides, which tends to draw out the process and increase the likelihood of conflict.

Does an investor always request a Due Diligence before investing?

Not always formally, but even in informal negotiations, they review—directly or indirectly—the company’s legal situation. Coming prepared improves the business owner’s negotiating position.

How We Help at Cultura Legal

• Drafting shareholders’ agreements and exit clauses.
• Structuring capital contribution and work contribution agreements.
• Due Diligence for companies seeking to receive investment.