We will assist you in creating an agreement which clarifies how the business will be run, protects a shareholders’ interests in a company and avoids potential disputes.
How can we help?
Shareholders Agreement Solicitors
Our team of Shareholders Agreement solicitors provide expert advice to businesses looking to implement, update or review a shareholders agreement.
- Advice on the roles and responsibilities of the directors and shareholders
- Help with drafting the correct type of agreement and ensuring that it reflects the wishes of the shareholders
- Understanding of what happens to a shareholder’s shares after death, incapacity, or bankruptcy
- Advice on what circumstances shares can be transferred
The Shareholders Agreement Toolkit:
- Shareholder Agreements Frequently Asked Questions – find quick answers below
- Shareholders Agreements Checklist– the perfect place to start
- 10 reasons why you should have a Shareholders Agreement– what do the experts think?
- Guide to Shareholder Agreements for owner managed and family businesses
What is a Shareholders Agreement?
Think of it as protection for the future. A shareholders’ agreement sets out the relationship between 2 or more shareholders in a private or unlisted public company, their share of the company, how the business will be run and what happens if difficulties arise.
Shareholders Agreements supplement the Articles of Association. They are governed by contract law and may be amended and ended by simple agreement.
Unlike the Articles of Association, the Shareholders Agreement is a private document and does not need to be registered with Companies House or made public.
Why should I have a Shareholders Agreement?
The primary purpose of a Shareholders Agreement is to protect the shareholders’ investment in the company and to establish a fair relationship between them.
There may be situations where the standard voting rights in accordance with shareholdings are not appropriate. For example, a company may be reliant on the skills and knowledge of a minority shareholder or a minority shareholder may have lent money to the company.
A Shareholders’ Agreement provides a more equal distribution of power and protects minorities. It can also set out strategies to help resolve the issues that arise when:
- A deadlock occurs between the shareholders
- A shareholder decides to sell his interests
- One of the shareholders dies.
What should a Shareholders Agreement include?
A Shareholders Agreement sets out detailed and practical rules for the company and its shareholders and will deal with some or all of the following matters:
- The purpose of the company
- Does the company have a business plan?
- What are the expectations of the shareholders?
- When, to whom and at what price can shares be sold?
- What are the terms regarding the distribution of any new shares?
- What will happen if a shareholder dies, sells their shares or becomes incapacitated?
Matters requiring unanimous consent
- Should minority shareholders be given veto rights?
- What decisions can only be made with unanimous consent?
- If shareholders have special rights to appoint and remove directors?
- How directors and shareholders are to be rewarded?
- What rights of management are delegated to the directors?
- To what level can individual directors act on behalf of the company without consultation and agreement?
- How will the company be funded?
- Will there be an allotment of new shares to raise capital?
- What financial information is to be provided?
- What provisions will be made when a shareholder wishes to exit the company?
- Should they be able to transfer shares to family members?
- Will existing shareholders have first right of refusal on the shares?
- What if the shareholder wants to sell their shares to a third party considered undesirable by other shareholders?
- How will disputes be resolved?
- Will a third party be appointed as expert to determine or to mediate?
Restrictions on competing
- How can shareholders be prevented from competing with the company and poaching clients or staff?
An understanding of the statutory provisions, the common law provisions and the company’s Articles are all required when drafting such an agreement, along with a clear understanding of the common issues that could arise within the company and the range of possible solutions that could be included.
What happens if there is no Shareholders Agreement?
Very few people go into business expecting things to go wrong. But sometimes personal circumstances may change, or business partners fall out.
The absence of an agreement between shareholders can lead to costly disputes over what rights each person has and how the company is run, valued or funded. Failure to document arrangements properly can hamper growth and problems can arise if one party wants to exit the company or on the death of a shareholder.
A Shareholders Agreement provides clarity and peace of mind to all shareholders about what can and cannot be done and what happens when things go wrong.
How do I make a Shareholders Agreement?
Shareholders Agreements are unique to each business taking into consideration the number of shareholders and how the company is managed.
By seeking the advice of solicitors experienced in this area of law, you’ll receive expert advice on how a Shareholders Agreement can benefit you and your company and ensure that your agreement is drafted to the specific circumstances of your business, and your shareholders.
How much does it cost?
The cost of a Shareholders Agreement depends on how complex the agreement is and how much time it takes to reach an agreement. That’s why we offer the Shareholders Agreement Checklist so that you can start thinking about the decisions you will need to make.
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