Shareholders' Agreement

A shareholders' agreement is a private contract between the owners of a company. The articles of association, or the company's statutes, set out the basic rules of the company itself and are often public. The shareholders' agreement sits beside them and says how the owners will act: who sits on the board, which decisions need more than a bare majority, when and to whom shares may be sold, what happens if the owners cannot agree, and how they leave.

This template starts from the cap table. You enter the total number of shares and the shares each holder owns, and the percentages are worked out for you, with any shares not allocated to the parties shown separately. From there it covers board seats earned by a minimum holding, a tick-list of reserved matters that need a higher approval, a dividend policy, a lock-up, the right of first refusal on a sale, pre-emption on new shares, optional tag-along and drag-along rights, a deadlock procedure and an exit review.

It is not a substitute for company law. What the company itself must do, how shares are transferred and what has to be written into the articles differ from country to country, and the country selector points out the main places where that matters. Investment rounds with preferred shares, vesting or anti-dilution terms need a longer, tailored agreement.

• Two to six owners are starting or already running a company and want their understandings in writing.
• A new co-owner or investor joins and the existing rules should be set down first.
• A family or partner-owned business wants clear rules for selling shares and for leaving.
• You want house rules in place before talks with outside investors begin.

1. Choose the country of the company, then enter the company details; yours are filled from your saved details.
2. Enter the number of shareholders, the total shares issued and each holder's shares; the percentages appear by themselves.
3. Set the board size, the holding that earns a seat and the approval level for reserved matters, then tick the matters that need it.
4. Set the lock-up, the days to accept an offer of shares and whether tag-along and drag-along apply.
5. Choose how a deadlock is handled and when an exit review may be requested.
6. Check the law and courts, print the agreement, and have every shareholder and an authorised person for the company sign.

• Entering shares that do not match the share register, so the percentages in the agreement are wrong from the first day.
• Making every decision a reserved matter, which turns each disagreement into a deadlock.
• Setting the drag-along holding so low that a small group can force everyone to sell.
• Leaving the articles unchanged although a clause, such as a transfer restriction, has to be in them to bind the company.
• Letting a new owner join without a signed adherence to the agreement.
• Having the agreement signed by someone who has no authority to act for a corporate shareholder.

1. Fill in
2. Check the preview
3. Save as PDF, Word or Excel

Pick the country you need. Each version uses the wording and layout commonly found there; a version marked “check with local advice” should be read by someone who knows the local rules before it is used.

• International (XX): Written in English, Korean, Japanese, German
• United States (US): Written in English – check with local advice
• United Kingdom (GB): Written in English – check with local advice
• Korea (KR): Written in Korean, English – check with local advice
• Japan (JP): Written in Japanese, English – check with local advice
• Germany (DE): Written in German, English – check with local advice