Shareholder Agreement (England & Wales)
SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "Agreement") is entered into on [Effective Date].
BETWEEN:
(1) [Shareholder 1 Name] of [Shareholder 1 Address] ("Shareholder 1");
(2) [Shareholder 2 Name] of [Shareholder 2 Address] ("Shareholder 2"); and
(3) [Company Name], a private limited company incorporated in England and Wales with registered number [Company Number], whose registered office is at [Company Address], [Company City], [Company Postcode] (the "Company").
Shareholder 1 and Shareholder 2 are referred to collectively as the "Shareholders" and individually as a "Shareholder".
BACKGROUND
A. The Company is a private limited company incorporated in England and Wales under the Companies Act 2006.
B. The Shareholders are together the legal and beneficial owners of the entire issued ordinary share capital of the Company.
C. The Parties wish to record the terms and conditions on which they agree to exercise their rights as shareholders and to regulate the relationship between themselves and the management of the Company.
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires:
"Articles" means the articles of association of the Company, as amended from time to time;
"Board" means the board of directors of the Company from time to time;
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales on which banks are open for business in the City of London;
"Companies Act" means the Companies Act 2006;
"Confidential Information" means all information (in whatever form) relating to the business, affairs, finances, clients, suppliers, know-how, or trade secrets of the Company or any Shareholder, disclosed or made available to another Party in connection with this Agreement;
"Shares" means all ordinary shares in the Company of £0.001 each, as set out in clause 2;
"Transfer" means any sale, assignment, mortgage, charge, pledge, declaration of trust, grant of option, or other disposition of all or any part of a Shareholder's interest in any Shares, whether voluntary or involuntary.
1.2 References to "writing" include email. References to a "person" include a body corporate. References to any statute include any statutory modification or re-enactment.
2. SHARE CAPITAL
2.1 As at the date of this Agreement, the total issued ordinary share capital of the Company consists of [Total Shares] ordinary shares, held as follows:
Shareholder 1 — [Shareholder 1 Name]: [Sh1 Shares] Shares
Shareholder 2 — [Shareholder 2 Name]: [Sh2 Shares] Shares
2.2 The Shareholders agree that no further shares shall be issued by the Company without the prior [Reserved Matters Threshold], save for shares issued pursuant to any employee share scheme approved by the Shareholders in accordance with this Agreement.
2.3 Each Share confers one vote on a poll at any general meeting of the Company.
3. BOARD OF DIRECTORS
3.1 The Company shall at all times have a Board, which shall be responsible for the day-to-day management of the Company's business.
3.2 The maximum number of directors shall be [Max Directors]. Each Shareholder shall be entitled to appoint and remove one director (a "Shareholder Director") by written notice to the Company.
3.3 The quorum for a meeting of the Board shall be [Board Quorum]. If a quorum is not present within 30 minutes of the time appointed for the meeting, the meeting shall be adjourned to the same day of the following week.
3.4 Resolutions of the Board shall be passed by a simple majority of the votes cast. In the event of an equality of votes, the chairperson of the meeting shall have no casting vote.
3.5 Each Shareholder shall be entitled to remove any director appointed by it by written notice to the Company. The rights of removal under section 168 of the Companies Act shall not be exercised so as to remove a Shareholder Director appointed by another Shareholder without the written consent of that Shareholder.
4. RESERVED MATTERS
4.1 The following matters ("Reserved Matters") shall require the [Reserved Matters Threshold] before being undertaken by the Board or the Company:
- Any amendment to the Articles or the constitutional documents of the Company;
- The allotment, issue, or creation of any new shares, options, warrants, or other securities, or the grant of any right to subscribe for or convert any instrument into shares;
- Any alteration of the rights attaching to any class of shares, including any subdivision, consolidation, reduction, or buy-back of share capital;
- The appointment or removal of the auditors of the Company or any change in the Company's accounting reference date;
- The approval of the annual budget and business plan of the Company, and any material deviation therefrom;
- The incurring of any borrowing, financial indebtedness, or granting of any guarantee or security exceeding £25,000 in any single transaction or in aggregate in any financial year;
- The disposal of all or a material part of the Company's business or assets;
- Any acquisition of shares in, or the business or assets of, any other entity with a value exceeding £25,000;
- The appointment or removal of the chief executive or other senior management of the Company;
- The declaration or payment of any dividend or other distribution to the Shareholders;
- The institution or settlement of any material litigation or arbitration proceedings;
- Any change in the nature of the Company's business;
- Any liquidation, winding-up, or dissolution of the Company.
4.2 Any purported action by the Company in breach of clause 4.1 shall be of no effect unless and until ratified by the Shareholders in accordance with this clause.
5. DIVIDEND POLICY
5.1 The Parties agree the following dividend distribution policy: [Dividend Policy].
5.2 All dividends shall be declared and paid pro rata to the number of Shares held by each Shareholder at the record date, in accordance with the Articles and the Companies Act.
5.3 The Board shall not recommend or pay any dividend that would render the Company unable to satisfy its debts as they fall due or would otherwise be unlawful under section 830 of the Companies Act.
6. TRANSFER OF SHARES
6.1 No Shareholder shall Transfer all or any of their Shares without first complying with the provisions of this clause 6.
6.2 Pre-emption Rights: A Shareholder wishing to Transfer Shares (the "Transferring Shareholder") shall give written notice (a "Transfer Notice") to the Company and the other Shareholders specifying the number of Shares they wish to transfer, the proposed price per Share, and the identity of the proposed transferee.
6.3 The other Shareholders shall have [Pre-Emption Period] from receipt of a Transfer Notice to elect in writing to purchase all (but not some only) of the Shares at the price specified in the Transfer Notice, pro rata to their existing shareholdings (unless agreed otherwise in writing).
6.4 If the existing Shareholders do not elect to purchase all of the Shares within the period specified in clause 6.3, the Transferring Shareholder shall be entitled to Transfer the Shares to the proposed transferee within 90 days of the expiry of that period at no less than the price specified in the Transfer Notice, provided that any such transferee first executes a Deed of Adherence to this Agreement.
7. TAG-ALONG RIGHTS
7.1 If any Shareholder (the "Selling Shareholder") proposes to Transfer Shares (other than pursuant to clause 8 (Drag-Along) or an intra-group transfer permitted under clause 6.5) to a third party such that the proposed transferee would hold more than 50% of the Shares, the Selling Shareholder shall not complete such Transfer unless the proposed transferee has first made an offer (on the same terms and at the same price per Share) to each other Shareholder (a "Tag-Along Offer") to purchase all of such other Shareholder's Shares.
7.2 Each other Shareholder shall have 20 Business Days from receipt of a Tag-Along Offer to elect to sell all (but not some only) of their Shares at the same price and on the same terms as the Selling Shareholder.
7.3 The Selling Shareholder shall not complete the proposed Transfer unless and until the proposed transferee has completed the purchase of all Shares of each Shareholder who has validly exercised their tag-along right.
8. DRAG-ALONG RIGHTS
8.1 If Shareholders holding in aggregate at least [Drag Threshold] of the Shares (the "Dragging Shareholders") propose to Transfer all of their Shares to a bona fide third party purchaser, the Dragging Shareholders may require the other Shareholders (the "Dragged Shareholders") to sell all of their Shares to the same purchaser at the same price per Share and on the same terms.
8.2 The Dragging Shareholders shall give the Dragged Shareholders not less than 20 Business Days' prior written notice of the proposed Transfer, specifying the identity of the proposed purchaser, the proposed consideration, and the other material terms of the Transfer.
8.3 Each Dragged Shareholder irrevocably appoints the Company as their attorney for the purposes of executing any share transfer form or other documentation required to complete the Transfer if a Dragged Shareholder fails to do so within the period specified in clause 8.2.
9. LEAVER PROVISIONS
9.1 A Shareholder who is also a director or employee of the Company (a "Shareholder Employee") who ceases to be a director or employee for any reason shall be treated as either a Good Leaver or a Bad Leaver for the purposes of this clause 9.
9.2 A "Good Leaver" is a Shareholder Employee who ceases to hold office or employment by reason of: (a) death; (b) permanent incapacity preventing them from performing their duties; (c) redundancy; or (d) termination of employment or directorship by the Company without cause.
9.3 A "Bad Leaver" is a Shareholder Employee who ceases to hold office or employment in any circumstances other than those set out in clause 9.2, including (without limitation): resignation within two years of the date of this Agreement, dismissal for gross misconduct, material breach of any service agreement or this Agreement, or disqualification from acting as a director.
9.4 A Good Leaver shall be entitled and required to sell their Shares at a price equal to [Good Leaver Price].
9.5 A Bad Leaver shall be entitled and required to sell their Shares at a price equal to [Bad Leaver Price].
9.6 The Company shall appoint an independent chartered accountant to determine the Fair Market Value of the Shares within 30 Business Days of a Shareholder Employee becoming a Good Leaver. The costs of the independent valuer shall be borne by the Company.
10. DEADLOCK
10.1 A "Deadlock" arises where the Shareholders are unable to reach agreement on a Reserved Matter after two consecutive Board meetings (or shareholder meetings called for the purpose) held not less than 10 Business Days apart.
10.2 Either Shareholder may serve written notice on the other(s) declaring a Deadlock (a "Deadlock Notice") within 10 Business Days of the second meeting referred to in clause 10.1.
10.3 Upon service of a Deadlock Notice, the Parties shall attempt to resolve the Deadlock by [Deadlock Mechanism], within 30 Business Days of the Deadlock Notice.
10.4 If the Deadlock is not resolved within the period specified in clause 10.3, any Shareholder may serve a "Buy-Sell Notice" requiring any other Shareholder to elect, within 20 Business Days, either: (a) to purchase all of the serving Shareholder's Shares at the price specified in the Buy-Sell Notice; or (b) to sell all of their own Shares to the serving Shareholder at the same price per Share.
11. CONFIDENTIALITY
11.1 Each Party shall keep confidential all Confidential Information and shall not disclose it to any third party without the prior written consent of the party to whom it belongs, except: (a) to their professional advisers under obligations of confidentiality; (b) as required by law or a regulatory authority; or (c) to the extent it is already in the public domain through no fault of the disclosing party.
11.2 These obligations of confidentiality shall continue in force for [Confidentiality Period].
11.3 This Agreement is a private and confidential document and shall not be filed at Companies House or otherwise made available to any person who is not a party to it, save as required by law.
12. GENERAL PROVISIONS
12.1 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, arrangements, or understandings between them in relation to such subject matter.
12.2 Any amendment to this Agreement must be in writing and signed by or on behalf of all of the Parties.
12.3 No failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of that right or remedy.
12.4 This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, and all counterparts together shall constitute one instrument.
12.5 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
12.6 If any provision of this Agreement is found to be illegal, invalid, or unenforceable, that provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected.
12.7 Any notice given under this Agreement shall be in writing and may be delivered personally, sent by first-class post, or sent by email to the address or email address of the recipient as set out in this Agreement.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
13.2 In the event of any dispute arising under or in connection with this Agreement, the Parties shall first attempt to resolve the dispute by [Dispute Resolution], within 30 Business Days of the dispute being raised in writing.
13.3 If the dispute is not resolved in accordance with clause 14.2, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
IN WITNESS WHEREOF, this Shareholder Agreement has been executed by the Parties on the date first written above.
SHAREHOLDER 1
Name: [Shareholder 1 Name]
Address: [Shareholder 1 Address]
SHAREHOLDER 2
Name: [Shareholder 2 Name]
Address: [Shareholder 2 Address]
THE COMPANY
[Company Name] (Company Number: [Company Number])
Registered office: [Company Address], [Company City], [Company Postcode]
Shareholder 1
[Shareholder 1 Name]
Signature
Date: ________________
Shareholder 2
[Shareholder 2 Name]
Signature
Date: ________________
Company
[Company Name]
Signature
Date: ________________
What Is a Shareholder Agreement (England & Wales)?
A Shareholder Agreement in the United Kingdom governs the relationship between shareholders and the company and the terms on which equity is held, issued, or transferred, and is shaped by the Companies Act 2006.
Under English law, a shareholder agreement is a binding contract governed by the common law principles of contract, supplemented by the Companies Act 2006 and relevant case law. It is one of the most important governance documents for any private limited company with two or more shareholders, providing a thorough and enforceable framework that goes far beyond the default provisions supplied by statute or the model articles of association.
The distinction between a shareholder agreement and the articles of association is fundamental to UK company law. The articles are the company's constitutional document, required under section 18 of the Companies Act 2006, and constitute a statutory contract between the company and its members under section 33. They are publicly available at Companies House. The shareholder agreement, by contrast, is a private contract whose terms — including dividend policies, leaver provisions, reserved matters, and exit mechanisms — are invisible to competitors, creditors, and the general public. This confidentiality is one of its most commercially important features.
A well-drafted shareholder agreement will typically cover all of the major governance issues that the Companies Act 2006 leaves to be negotiated between shareholders: who can appoint and remove directors, what decisions require shareholder consent, how dividends are determined and distributed, what happens when a shareholder wants to sell their shares, how to resolve a deadlock between equal shareholders, what happens when a shareholder who is also a director or employee leaves the company, and what restrictions apply to departing shareholders to protect the company's competitive position. Each of these issues is capable of causing serious and costly disputes if not addressed clearly in advance.
The United Kingdom Shareholder Agreement (England & Wales) Shareholder Agreement template has been drafted for use by private companies incorporated in England and Wales and complies with the Companies Act 2006. It is not suitable for public companies, companies incorporated in Scotland or Northern Ireland (which have their own distinct legal systems), or for partnerships or LLPs.
The legal framework governing the Shareholder Agreement (England & Wales) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Shareholder Agreement (England & Wales) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Shareholder Agreement (England & Wales)?
A Shareholder Agreement is appropriate whenever a private company incorporated in England and Wales has two or more shareholders who want to define their respective rights and obligations beyond the bare minimum provided by the Companies Act 2006 and the model articles of association. Whilst it is not a legal requirement, the absence of a shareholder agreement is one of the most common causes of expensive and destructive disputes between co-owners of a private company.
A shareholder agreement is particularly important when a company is first formed between two or more co-founders who are also the company's directors and employees. At this stage, the relationship between the founders is typically close and based on trust, and the parties may be reluctant to commit the terms of their relationship to writing. However, this is precisely the moment when doing so is most valuable — before any disputes have arisen, when it is easiest to negotiate fair terms, and when the legal costs of doing so are lowest.
A shareholder agreement is equally important when a company raises external investment from a venture capital fund, angel investor, or private equity firm. Institutional investors will invariably require a thorough investment agreement (which is a form of shareholder agreement) as a condition of their investment. This will typically include anti-dilution provisions to protect the investor's percentage shareholding on future fundraisings, board representation rights, information rights requiring the company to provide regular financial reports, consent rights over reserved matters, and defined exit mechanisms including tag-along and drag-along rights.
Another critical situation is where shareholders are also directors or key employees of the company and a good leaver and bad leaver framework has not been agreed. Without such provisions, a shareholder who resigns or is dismissed retains their shares — potentially a significant percentage of the company's equity — without any mechanism for the remaining shareholders to acquire those shares at a fair price. This can create a situation where a departed shareholder continues to have significant rights (including the right to receive dividends and to block special resolutions) without making any ongoing contribution to the company.
Finally, a shareholder agreement is essential for any company with equal shareholders — for example, a 50/50 joint venture — where no single shareholder has the voting power to break a deadlock. Without a contractual deadlock resolution mechanism, the company may become paralysed, ultimately requiring one shareholder to seek a court order for the compulsory winding-up of the company under section 122(1)(g) of the Insolvency Act 1986, at enormous financial and reputational cost to all parties.
What to Include in Your Shareholder Agreement (England & Wales)
A thorough Shareholder Agreement for a company incorporated in England and Wales should address all of the following key elements to provide an effective governance framework.
The share capital provisions record the current shareholdings of each shareholder, the class and nominal value of the shares, and any existing share options or warrants. They form the foundation for all proportional rights under the agreement.
The board composition provisions define the size and structure of the board of directors, the right of each shareholder to appoint and remove their own nominees (Shareholder Directors), the quorum for board meetings, and voting procedures. These provisions confirm that each shareholder retains representation at board level proportionate to their investment.
The reserved matters clause is one of the most important provisions. It lists specific categories of decisions that require the prior written consent of all or a specified majority of shareholders, rather than being left to the discretion of the board. This gives minority shareholders effective veto power over decisions that could materially affect the value of their investment — such as the issue of new shares, changes to the articles, material acquisitions or disposals, and the winding-up of the company.
The dividend policy provision sets out the agreed approach to distributing profits. Without a contractual dividend policy, the board can choose not to pay any dividends, forcing minority shareholders to accept no return on their investment whilst the majority shareholders extract value through their remuneration as directors.
The share transfer restrictions prevent any shareholder from selling their shares to a third party without following agreed procedures. Pre-emption rights require the selling shareholder to offer their shares to the existing shareholders first. Tag-along rights protect minority shareholders by allowing them to join a majority sale on the same terms. Drag-along rights protect the majority by allowing them to force minorities to sell as part of a full exit.
Good leaver and bad leaver provisions determine the price at which a departing shareholder must sell their shares, providing a fair mechanism for the remaining shareholders to acquire the departed shareholder's equity at a price that reflects the circumstances of their departure.
The deadlock resolution mechanism provides a procedure for breaking an impasse where shareholders cannot agree on a Reserved Matter — essential for equal partnerships and for companies where unanimous consent is required for major decisions.
The confidentiality and restrictive covenant provisions protect the company's commercially sensitive information and competitive position after a shareholder departs. All restrictive covenants must be reasonable in scope, duration, and geographical area to be enforceable under English law.
Additional compliance elements for a Shareholder Agreement (England & Wales) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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"Shareholder Agreement (England & Wales) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/corporate/shareholder-agreement-uk.
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title = {Shareholder Agreement (England & Wales) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/corporate/shareholder-agreement-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
Both documents govern the company and its shareholders, but they serve different functions. The articles of association are the company's constitutional document, required under section 18 of the Companies Act 2006 and filed publicly at Companies House. They bind the company and all members as a statutory contract under section 33. A shareholder agreement, by contrast, is a private contract between the shareholders (and usually the company). It is not filed at Companies House and remains confidential. This means commercially sensitive provisions — such as dividend policies, reserved matters, leaver provisions, and deadlock mechanisms — are not visible to competitors or the public. Where the two documents conflict, the shareholder agreement prevails as between the parties to it, but the articles remain the statutory constitutional document binding on the company and all its members.
Yes, drag-along rights are enforceable under English law when properly drafted. They enable majority shareholders (meeting a specified threshold) to compel minority shareholders to sell their shares to a third-party buyer on the same terms. Drag-along clauses typically include a power of attorney provision authorising the company or the majority to execute the share transfer on behalf of a non-compliant minority shareholder. English courts have upheld such provisions, provided they are exercised in good faith, the minority receives the same price and terms as the majority, and the clause itself is clearly and unambiguously drafted. The threshold for invoking drag-along rights is commonly set at 75% of the issued shares, reflecting the same threshold as a special resolution under the Companies Act 2006.
Good leaver and bad leaver provisions govern what happens to a shareholder's shares when they leave the company (typically because they were also a director or employee). A good leaver departs in circumstances beyond their control — such as death, permanent incapacity, redundancy, or termination without cause — and is typically entitled to sell their shares at fair market value. A bad leaver departs in circumstances involving fault, such as gross misconduct, voluntary resignation within a specified lock-in period, or material breach of the shareholder agreement, and is typically required to sell their shares at a deeply discounted price (often nominal value). These provisions incentivise shareholders who are also key employees to remain committed to the business and provide a mechanism for the company and remaining shareholders to recover shares at a fair price if the relationship breaks down. They must be carefully drafted to avoid being characterised as unenforceable penalties under English contract law following Cavendish Square Holding BV v Makdessi [2015] UKSC 67.
Reserved matters are categories of significant decisions that require shareholder approval beyond the ordinary powers of the board, typically requiring unanimous consent or a specified supermajority. They are one of the most important protections for minority shareholders in a private company. Without reserved matters, the board — which may be controlled by the majority shareholder — can take major decisions that affect the value of all shareholders' investments without consulting minority shareholders. Common reserved matters include: issuing new shares (which dilutes existing shareholders), amending the articles of association, changing the nature of the company's business, approving the annual budget, incurring borrowings above a threshold, acquiring or disposing of material assets, and winding up the company. The Companies Act 2006 already requires shareholder approval for certain matters (for example, section 21 requires a special resolution of 75% for amendments to the articles), but a shareholder agreement can impose additional and more detailed consent requirements.
A deadlock in a 50/50 company arises when two equal shareholders cannot agree on a decision that requires consent of both parties. Without a deadlock resolution mechanism, the company can become completely paralysed, and either shareholder may ultimately be forced to seek a winding-up order from the courts on just and equitable grounds under section 122(1)(g) of the Insolvency Act 1986 — an expensive and destructive outcome. Common contractual mechanisms include: escalation to senior representatives for negotiation, mediation under CEDR rules, expert determination by an independent accountant or professional, and the buy-sell (Russian roulette) mechanism. Under a Russian roulette clause, one shareholder names a price per share; the other shareholder must then elect either to buy the first shareholder's shares at that price, or sell all of their own shares to the first shareholder at the same price. This mechanism incentivises the triggering shareholder to name a fair price, since they cannot know in advance whether they will be buyer or seller.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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