Shareholders' agreement
A shareholders' agreement for your startup, checked by a lawyer when you want. Templates from £99.
Agree who owns what, who decides what, and what happens when someone leaves or the company is sold, before it matters. Use the founders' agreement while it is only founders, and the shareholders' agreement once investors join. Fill either in online or in Word, then have a lawyer review it for a fixed fee.
How it works
01
Pick the document that fits
Founders only: the founders' agreement. Investors on the cap table: the shareholders' agreement for an investor round. The table below shows the difference.
02
Fill it in
Answer plain-English questions on the platform and get the finished document, or buy the Word template and fill in the blanks using the drafting notes.
03
Have a lawyer check it
Upload the filled-in draft for a fixed-fee review, from £149. A lawyer sends written comments on what to change within three working days.
04
Sign it and match the articles
Every shareholder signs. Where the agreement relies on rules that must bind future shareholders, such as drag-along, the articles are updated to match.
Which one do you need?
Founders' agreement or shareholders' agreement, side by side.
Both are written for companies in England and Wales and come with drafting notes. Our guide to shareholders' agreements for a UK startup goes through the clauses investors expect.
| Founders' agreement | Shareholders' agreement (investor round) | |
|---|---|---|
| Use it when | Two or three founders share the equity and nobody else has invested yet | Investors have joined, or are about to, in a seed or pre-seed round |
| Who signs | The founders and the company | The company, the founders and the investors |
| What it covers | Roles and time commitment, vesting, leavers, the decisions that need all founders, and exit | The board, reserved matters, information rights, new share issues, transfers, drag-along and tag-along, leavers, restrictions on founders and deadlock |
| Word template with drafting notes | £99 | £149 |
| In a pack | Founders pack, £119, with the IP assignment deed, advisor agreement, board minutes pack and mutual NDA | Seed round pack, £299, with the term sheet, subscription agreement, investor-ready articles, ASA, loan note, EMI option plan and board minutes pack |
| Filled in online | On the Platform plan, £29 a month | On the Platform plan, £29 a month |
What we need from you
- The company's name and number, and what the business does
- Each shareholder's name, address, email and number of shares
- For an investor round: how much each investor is putting in, and any convertible instruments still outstanding
- The vesting terms for founders: how much is vested now, over how many months the rest vests, and the cliff
- The money limits above which a decision needs consent, for example on borrowing, contracts and pay
- Your current articles of association, so the two documents can be kept consistent
Not agreed on everything yet? The questions show you what has to be decided, and the drafting notes explain what is usual.
Fixed-fee review by a lawyer
From £149
- Upload your filled-in agreement, or the draft the other side sent you
- A lawyer sends written comments on what to change
- Within three working days, or one for priority
- Up to 8 pages £149, up to 20 pages £249, up to 40 pages £399
The templates: founders' agreement £99, shareholders' agreement for an investor round £149, investor-ready articles £99. New articles written for your company, from £499, quoted first.
Get it reviewedQuestions
Do we need a shareholders' agreement if we have articles?+
Usually, yes. The articles are filed at Companies House, so anyone can read them, and they bind every shareholder automatically. A shareholders' agreement is a private contract between the people who sign it. It is where founders and investors put the terms they do not want public and the personal promises the articles cannot hold, such as vesting, consent rights and restrictions on founders.
What do the Model Articles leave out?+
A company formed with the Model Articles has no pre-emption rights when a shareholder sells, no drag-along or tag-along, and no leaver provisions. The directors can refuse to register a transfer of shares, and that is all. Anything more has to be written into your own articles, a shareholders' agreement, or both.
What are drag-along and tag-along?+
Drag-along lets shareholders holding an agreed majority require the rest to sell on the same terms when a buyer wants the whole company, so one small holder cannot block a sale. Tag-along works the other way: if a majority sells, the minority can join the sale on the same terms.
What are reserved matters?+
A list of decisions the company cannot take without a stated consent, for example from the investors or from all founders. Typical items are issuing new shares, borrowing above a limit, changing the articles, selling the business and setting founders' pay. The length of the list and the money limits are what you negotiate.
What are leaver provisions?+
Rules on what happens to a founder's or employee's shares when they stop working for the company. They usually separate a good leaver from a bad leaver, and set which shares must be offered back and at what price. They work together with vesting, which decides how many shares someone has earned by the date they leave.
What does pre-emption mean?+
A right of first refusal. Under the Companies Act 2006, existing shareholders must normally be offered new shares issued for cash in proportion to their holdings before anyone else, unless that right is excluded or disapplied. There is no equivalent right in the Act when a shareholder sells existing shares, so a right of first refusal on transfers has to be written into the articles or the agreement.
Can a lawyer draft it for us?+
Yes. For most early companies the template with a fixed-fee review is enough: up to 8 pages is £149, up to 20 pages £249 and up to 40 pages £399. New articles written for your company start from £499, quoted first. If you want the whole round run for you, including the shareholders' agreement, that is quoted from £1,500.
Is the template legal advice?+
No. It is a template written for companies in England and Wales, with drafting notes that explain the choices. It becomes advice on your situation only when a lawyer reviews it for you.
Taking investment soon?
The shareholders' agreement is one of the documents in a round. On the platform you also get the subscription agreement and articles filled in from your terms, a cap table, share certificates and the Companies House filings afterwards, with a lawyer when you need one.
General information about English company law, not legal advice. The documents are templates; they are not advice on your situation unless a lawyer reviews them for you.