Shareholders Agreement.
A shareholders' agreement governs how a company's owners work together: board seats, decisions needing everyone's consent, funding, share transfers and exits. We draft SHAs for founders, family shareholders, joint venture partners and investors, and align the articles of association so key rights can be enforced against the company. Disputes are referred to advocates.
Typically three to six weeks from term sheet to signing, driven mainly by negotiation rounds among shareholders and their advisers, and by the general meeting needed to amend the articles.
A partner — a chartered accountant or company secretary — from the first call to sign-off.
Based on your situation, and fixed in writing before any work starts.
Is this for you?
- Co-founders setting rules before bringing in investors
- Companies admitting an angel, strategic or private equity investor
- Joint venture companies with two or more corporate shareholders
- Family-owned companies planning succession or partial exits
What you receive at the end.
- 01Shareholders' agreement with explanatory notes
- 02Amended articles of association
- 03Board and shareholder resolutions and ROC filings
- 04Execution and closing checklist
Shareholders Agreement, step by step.
Typically three to six weeks from term sheet to signing, driven mainly by negotiation rounds among shareholders and their advisers, and by the general meeting needed to amend the articles.
- 1
Term sheet review
We start from the agreed term sheet, or a discussion of each shareholder's expectations on control, economics and exit.
- 2
Drafting shareholder rights
We draft board composition, reserved matters, pre-emptive rights, transfer restrictions, right of first refusal, tag-along and drag-along, information rights, deadlock and exit provisions.
- 3
Negotiation rounds
We work through comments from each shareholder or their counsel and explain how each change affects control and value.
- 4
Articles and approvals
We amend the articles of association to reflect the SHA, prepare board and shareholder resolutions, and handle the related ROC filings.
- 5
Execution and closing
We confirm stamp duty and signatures, and FEMA pricing and reporting where a shareholder is non-resident.
What we need from you.
Don't have everything yet? We send a short checklist after the first call and work with what you have.
- Term sheet or summary of the commercial understanding
- Current memorandum and articles of association
- Shareholding pattern and cap table
- Existing shareholder or founder agreements
- Valuation report, where shares are being issued or transferred
- KYC of all shareholders and authorised signatories
The fee depends on your situation. After a short call, the partner who will do the work tells you what's involved and gives you a fixed fee in writing — before any work begins.
- Government fees and statutory charges are billed at actuals.
- When you pay — upfront, in stages or on completion — is agreed in writing with the fee.
Questions about Shareholders Agreement.
Ready to discuss Shareholders Agreement?
30-minute confidential call — no proposal, no commitment. A partner will write back within one business day.