Shareholders’ Agreement – up to 5 Individuals & Companies

Helping you focus on your business.

A Shareholders Agreement is a key document that formalises and regulates the relationship between individual shareholders in a company. The agreement should clarify issues such as the current and future direction of your business, voting rights, payment of dividends, company expansion to include future shareholders or selling the company/shares. Shareholders can refer to the contract should any disputes arise.

This product is for an agreement for up to five parties, designed for a private company limited by shares, where each shareholder is an individual or a corporate body.

THE SERVICE OFFERED

For a one time pre-agreed fee, we will draft a Shareholders Agreement customised to the specific needs to your company.

The Service will Cover: 

We will confirm your specific requirements, explain and clarify options available and address all relevant points within your shareholder’s agreement, including the following:

• The proposed nature of the business
• How the company is going to be run and how decisions will be made
• The rights and obligations of the company and its shareholders
• Any restrictions on the shareholders’ individual rights and activities
• Drag along and tag along rights
• Agreement on dividend policy and on future contributions
• The procedure for the issue of further shares and transfer of shares including pre-emption rights
• Circumstances under which the company may be sold
• The appointment and removal of directors
• Key roles and responsibilities
• Dispute resolution procedures
• Minority shareholder protections
• Non-competition obligations
• What happens upon a shareholder leaving the company (for example on retirement or death)
• Remedies for breach of the agreement (for example, deemed transfer of shares) and appropriate good/bad leaver provisions
• Indemnities between shareholders and/or apportionment of liability
• A first draft agreement as per your initial instruction and a revised draft (once you have a chance to review and discuss the first draft with other parties and ourselves).

The service excludes:

• Further revisions of the revised (second) draft agreement and any negotiations with other parties, or other professional advisors e.g. other parties legal advisors, accountants or other parties or your tax advisors) will be chargeable as per hourly rate or a fixed price, if possible to scale.
• Creation and inclusion of any areas not mentioned within ‘What’s included’ above.

What’s Next:

If you are happy with the above, simply select ‘Order Now’ and we can get started.

Assumptions this service is based upon:

Prior to instructing us, you will have a clear or reasonably clear framework as regards

1. who is/are directors and shareholders (individuals);
2. one majority shareholder and one individual;
3. business plan and business strategy;
4. funding and contribution – current and future;
5. share options, share schemes;
6. agreement on vested rights and bad & good leavers terms; and
7. agreement on exit terms and the evaluation of shares.

The negotiations and the terms with one majority shareholder as opposed to equal shareholdering are usually easier to agree and negotiate. With this in mind, all parties will have a better understanding of their rights and obligations. Some of these will be obligations as to how they must act or behave in their operation of the business and others will be restrictions on what they can or cannot do without appropriate approvals.

This service is offered under the assumption that you have a good understanding of your business, articles of association and points mentioned above.

What you need to provide:

The first step after the purchase will be to provide verification of your identity and supply the following documentation so your adviser can carry out their ‘Know Your Customer’ (KYC) and ‘Anti-Money Laundering’ (AML) checks. Please have the following at hand but note that this may not be a complete list:

• • Company name, VAT number (if applicable), registration number
  • Key contacts and associated contact details including email and mobile
  • The names and home addresses of all directors
  • Home utility bill (no more than 3 months old) and passport for every person who owns or controls more than 25% of the voting rights of your business

We want to support you!

If you have any questions you would like to raise regarding this service, please get in touch by selecting the “Contact me” option at the bottom of my profile.

If you are also interested in further detailed advice not covered in the above, simply select “Custom Job Order” with an outline of your requirements.  I will provide a tailored quote to meet your needs.

I hope to hear from you soon.

Beáta Dunn, ReGen Law