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Shareholder Contract

Shareholder Contract Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Contract

"Need a Shareholder Contract for my new tech startup with three co-founders, including provisions for future investment rounds and specific vesting schedules for founder shares, to be implemented by March 2025."

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Document background
A Shareholder Contract is essential when two or more parties hold shares in a company and wish to formalize their rights and obligations. Under English and Welsh law, this agreement provides crucial protections beyond those in the articles of association, covering aspects such as share transfers, decision-making processes, and dispute resolution mechanisms. It's particularly valuable for startups, family businesses, and joint ventures, helping prevent future conflicts and providing clear exit strategies. The agreement should be put in place either when a company is formed or when new shareholders join.
Suggested Sections

1. Parties: Identification and details of all shareholders and the company

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholdings: Details of share classes, rights, and current ownership

5. Transfer of Shares: Procedures and restrictions for share transfers

6. Management and Decision Making: Governance structure and voting rights

7. Reserved Matters: Decisions requiring special majority or unanimous consent

8. Board of Directors: Composition, appointment, removal and proceedings of the board

9. General Meetings: Procedures for shareholder meetings and voting

10. Confidentiality: Obligations regarding company and shareholder confidential information

11. Term and Termination: Duration of the agreement and termination provisions

Optional Sections

1. Tag-Along Rights: Protection for minority shareholders to join in sale of shares

2. Drag-Along Rights: Ability to force minorities to join in sale of company

3. Dividend Policy: Rules for distribution of profits

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

5. Dead-Lock Provisions: Procedures for resolving shareholder or board deadlocks

Suggested Schedules

1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital

2. Schedule 2: Matters Requiring Shareholder Consent: List of reserved matters requiring special approval

3. Schedule 3: Share Transfer Notice: Template for share transfer notifications

4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5: Business Plan: Initial business plan and strategy of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law in the UK, covering directors' duties, shareholder rights, share capital and transfer provisions

Financial Services and Markets Act 2000: Legislation governing regulated financial activities and investment requirements in financial services

Small Business, Enterprise and Employment Act 2015: Legislation covering transparency requirements and register of persons with significant control

UK Corporate Governance Code: Best practice guidelines for listed companies, including board composition and effectiveness standards

Listing Rules and Disclosure Guidance: Regulations for listed companies covering disclosure requirements and listing obligations

Competition Act 1998: Legislation governing anti-competitive behavior and market dominance considerations

Data Protection Act 2018 and UK GDPR: Privacy and data protection legislation governing the processing of personal data

Equality Act 2010: Legislation ensuring non-discrimination and fair treatment of shareholders

FCA Regulations: Financial Conduct Authority regulations governing financial services and markets

Tax Legislation Bundle: Collection of tax-related acts including Income Tax Act 2007, Corporation Tax Act 2010, and stamp duty considerations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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