Shareholder Agreement

Shareholder Agreement: Create a Verified Shareholders' Agreement

A verified shareholder agreement is a private contract between a company's shareholders (and often the company itself). It sets out how key decisions are made, how shares can be sold or transferred, how profits are shared and how disputes and departures are handled. Robot Lawyer drafts the agreement from your answers, for the law of the country or state you choose. On the Verified plan, a legal professional checks it before you sign.

CONTENTS

What Is a Shareholder Agreement?

A company's articles of association are public and set the basic rules. A shareholder agreement sits alongside them and deals privately with the issues that cause most disputes: who decides what, who can sell shares and to whom, and what happens if a shareholder leaves, dies or falls out with the others.

When Do You Need One?

• Starting a company with others
  Founders want clear rules from day one.
• Bringing in investors
  New shareholders want protection for their investment.
• Family and small companies
  Avoiding deadlock and protecting minority shareholders.

What's Included in Your Agreement?

• Shareholders and shareholdings
  Who holds which shares and in which classes.
• Reserved matters
  Major decisions that need shareholder approval, such as issuing shares, borrowing or selling the business.
• Share transfers
  Pre-emption rights, right of first refusal, tag-along and drag-along, where you choose them.
• Dividends
  How and when profits are distributed.
• Leavers and deadlock
  What happens when a shareholder leaves, and how deadlock is broken.
• Restrictions
  Confidentiality and non-compete terms, for exactly the periods you choose.

Articles of Association (UK Only)

In the UK, a company's Articles of Association bind all shareholders and are filed at Companies House. A shareholder agreement binds only the shareholders who sign it, but stays private. If the two conflict, the articles generally govern the company, so they should be consistent. Check your articles when you sign.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us about the company, the shareholders and how you want decisions and transfers to work.
2. Generate your agreement
   We draft a complete shareholder agreement tailored to your answers.
3. Get it verified
   On the Verified plan, a qualified legal professional checks the agreement within 24 hours and makes amendments where needed. See how our documents are verified.
4. Sign it
   All shareholders, and usually the company, sign.

Shareholder Agreement FAQs

Is a shareholder agreement a legal requirement?

No, but it is one of the most valuable documents a company with more than one shareholder can have.

What are drag-along and tag-along rights?

Drag-along lets a majority force minority shareholders to sell on the same terms when a buyer wants the whole company. Tag-along lets minority shareholders join a sale by the majority on the same terms.

What happens if a shareholder wants to leave?

Your agreement sets out how their shares are offered to the others and how the price is fixed, so departures are orderly.

Create a Verified Shareholder Agreement

Protect your company and every shareholder. Related documents: Articles of Association, Co-Founder Agreement, Share Purchase Agreement and Deed of Adherence.