Deed of Adherence

Deed of Adherence: Create a Verified Deed Online

A verified deed of adherence is a short legal document by which a new party agrees to be bound by an existing agreement, most often a shareholders' agreement, as if it had been an original party. Robot Lawyer drafts the deed from your answers and sets out the right execution wording for each party, for the law of the country or state you choose. On the Verified plan, a legal professional checks it before it is signed.

CONTENTS

What Is a Deed of Adherence?

When someone joins a company or arrangement that is governed by an existing agreement, the original parties usually want the newcomer to accept the same rules. Rather than rewriting and re-signing the whole agreement, the new party signs a deed of adherence. It incorporates the existing agreement by reference and gives the new party the same rights and obligations as the others.

Many shareholders' agreements require a new shareholder to sign a deed of adherence before shares can be transferred or issued to them.

When Do You Need One?

• New shareholders
  Someone buys or is issued shares in a company with a shareholders' agreement.
• Investors
  A new investor joins an existing investment agreement.
• Joint ventures and partnerships
  A new member joins an existing joint venture or partnership arrangement.
• Group arrangements
  A new company joins a group facility, pooling or similar agreement.

Why Is It a Deed?

A deed is binding even where the new party gives nothing in return for joining, which is often the case. In England and Wales, a deed must be signed in a particular way and delivered: an individual signs in front of a witness, and a company signs by two authorised signatories or by one director in front of a witness. Your document includes the right execution wording for each party. In the US, the document is often called a joinder agreement, and your deed is drafted in the form the governing law expects.

What's Included in Your Deed?

• The parties
  The new party and, where required, the original parties or the company.
• The agreement
  The name, date and parties of the existing agreement.
• The adherence covenant
  The new party's promise to observe and be bound by the agreement from the date it joins.
• Rights and notices
  The new party's rights under the agreement and its address for notices.
• Optional terms
  Amendments, consideration, warranties, disclosures, an indemnity or confidentiality, where you choose them.
• Execution
  The correct signing wording for individuals and companies.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us about the existing agreement, its parties and the new party.
2. Generate your deed
   We draft a complete deed of adherence with the right execution wording.
3. Get it verified
   On the Verified plan, a qualified legal professional checks your deed within 24 hours and makes amendments where needed. See how our documents are verified.
4. Sign and keep it with the agreement
   Have it signed and witnessed as set out, and keep it with the original agreement.

Deed of Adherence FAQs

Who needs to sign a deed of adherence?

The new party always signs. Depending on the existing agreement, the company or the original parties may also need to sign. Check what your agreement requires.

Does a deed of adherence change the original agreement?

No. It adds a new party on the same terms. If the terms themselves need to change, you can record that separately or include specific amendments in the deed.

Does a deed of adherence need to be witnessed?

UK only: in England and Wales, an individual must sign a deed in front of a witness. A company can sign with two authorised signatories, or one director and a witness.

Is a deed of adherence the same as a deed of novation?

No. A deed of adherence adds a new party. A deed of novation replaces one party with another, so the outgoing party is released.

Create a Verified Deed of Adherence

Bring a new party into your agreement properly. Related documents: Shareholder Agreement, Deed of Variation, Joint Venture Agreement and Partnership Agreement.