Deed of Adherence

A Complete Guide To: Deed of Adherence

Add new shareholders to an existing agreement with clarity and legal precision.

A Deed of Adherence is a short but vital legal document used when a new shareholder joins a company that already has a Shareholders’ Agreement in place. It confirms that the new party agrees to be bound by the same terms as the existing shareholders.

This guide explains everything you need to know about Deeds of Adherence - what they are, when they’re used, who needs to sign them and how to create one correctly to maintain consistent shareholder rights and obligations.

CONTENTS

• What is a Deed of Adherence?
• Who Needs a Deed of Adherence?
• Benefits of Using One
• When to Use a Deed of Adherence
• Legal Requirements
• How to Create a Deed of Adherence
• Cost of a Deed of Adherence
• Template Example
• Deed of Adherence FAQs
• Get Started with Robot Lawyer

What is a Deed of Adherence?

A Deed of Adherence is a legal instrument that allows a new shareholder (or “incoming party”) to become bound by the terms of an existing Shareholders’ Agreement.

It ensures:

• The new shareholder agrees to the same rights and obligations as others.
• The company and existing shareholders formally recognise the addition.
• The Shareholders’ Agreement remains consistent without being rewritten.

In essence, it’s a formal mechanism to add someone to an existing contract - maintaining balance and legal continuity within the company.

Who Needs a Deed of Adherence?

This document is typically used when:

• A company issues new shares to an investor, employee or partner.
• A transfer of shares takes place and the new holder must join the original agreement.
• A joint venture or private investment introduces new participants.
• A founder or director joins after the original agreement was signed.

Both the new shareholder and the company (and sometimes all existing shareholders) usually sign the Deed to confirm mutual acceptance.

Benefits of a Deed of Adherence

Instead of re-drafting a full Shareholders’ Agreement, this simple add-on keeps everything aligned and enforceable.

Key advantages include:

• Saves time and legal cost - no need to amend the main agreement.
• Ensures fairness - new and existing shareholders operate under the same terms.
• Maintains legal consistency - the company avoids conflicting rights.
• Reduces risk of dispute by formalising obligations.
• Protects minority shareholders through equal treatment clauses.

When to Use a Deed of Adherence

A Deed of Adherence should be used:

• Whenever a new shareholder acquires shares in a company with an existing Shareholders’ Agreement.
• When an employee is granted shares under an EMI or incentive scheme.
• During funding rounds, especially with angel or VC investors.
• When shares are transferred between existing and new parties.

In short, use it every time a new person becomes a shareholder - before they’re issued or registered as such.

Legal Requirements

A Deed of Adherence must comply with general UK contract and company law standards.

Key requirements include:

• It must be executed as a deed - meaning signed, witnessed, and dated.
• It should reference the original Shareholders’ Agreement clearly.
• The new shareholder must expressly agree to be bound by that agreement.
• Witness signatures are required for individuals; companies can use authorised signatories.
• Once completed, the Deed should be stored with the company’s records and updated on any share register or Companies House filings if shares are issued or transferred.

How to Create a Deed of Adherence

The process is straightforward - but accuracy is essential to preserve legal validity.

• Identify the original Shareholders’ Agreement - including its date and parties.
• Add the details of the new shareholder (name, address, shareholding).
• State their agreement to be bound by all existing terms.
• Include acknowledgment from the company and current shareholders.
• Execute the document as a deed - with proper witnessing or company seals.
• File and record the updated shareholding accordingly.

Robot Lawyer’s guided template ensures every required clause and formal step is included - helping you avoid administrative errors or omissions.

Cost of a Deed of Adherence

Solicitors typically charge £150 to £400 for drafting a standard Deed of Adherence.

With Robot Lawyer, you can generate a legally sound and fully compliant version instantly, ready to sign and store with your company’s existing documents - all for a fraction of traditional legal costs.

Template Example

Deed of Adherence

The example below provides a simple overview of how this type of corporate agreement is typically structured and the information it usually contains. Actual content may vary depending on your company’s structure and legal requirements.

This Deed is made on [date] between:

[New Shareholder Name] (“the New Shareholder”)
[Company Name] (“the Company”)

The New Shareholder agrees to be bound by the terms of the Shareholders’ Agreement dated [original date] made between the Company and its shareholders.

Signed and delivered as a deed:
[Signature blocks for New Shareholder, Company, and Witnesses]

Robot Lawyer provides a solicitor-verified Deed of Adherence template that allows new shareholders or investors to formally join an existing Shareholders’ Agreement. It ensures they accept the same rights, obligations and restrictions as current members.

Create a professional Deed of Adherence — with Robot Lawyer

Start the questionnaire to generate your document

Deed of Adherence FAQs

Do I need to update the Shareholders’ Agreement each time a new shareholder joins?
No - the Deed of Adherence acts as an add-on to the original contract, so the main agreement stays intact.

Does it have to be witnessed?
Yes, if signed by individuals. Company signatories can execute under standard corporate authority.

What happens if a new shareholder doesn’t sign one?
They won’t be legally bound by the Shareholders’ Agreement, which can cause governance issues or disputes.

Can it be signed electronically?
Yes, provided e-signatures meet UK legal standards for executing deeds and witnessing (for remote witnessing, extra care is needed).

Get Started

Need a Deed of Adherence? Robot Lawyer helps you create a clear, legally binding agreement in minutes to keep your shareholder structure organised and enforceable.

How it works:

1. Select Create Document → below to begin.
2. Answer a few questions about the company, joining party and your Shareholders’ Agreement.
3. Receive a solicitor-verified Deed of Adherence instantly.
4. Review, sign as a deed and provide a copy to all relevant parties.

Start the questionnaire to generate your document

✔ Simple step-by-step creation
✔ Legally compliant and instantly downloadable
✔ Suitable for all UK limited companies