Compliant with the Companies Act 2006
A shareholders agreement for private limited companies, covering share ownership, director appointments, decision-making, dividend policy, and exit provisions including drag-along and tag-along rights.
Shareholders agreements operate alongside a company's articles of association and are governed by the Companies Act 2006. Unlike articles of association, a shareholders agreement is a private document — it does not need to be filed at Companies House and can contain commercially sensitive provisions such as drag-along rights, tag-along rights, and pre-emption provisions. Changes to the Companies Act and ongoing reforms to company law mean shareholders agreements should be reviewed regularly.
A shareholders agreement is a private contract between some or all of the shareholders of a company, governing how the company is run, how shares are transferred, how decisions are made, and what happens when a shareholder exits. It supplements the articles of association.
You need a shareholders agreement when incorporating a company with co-founders, bringing on investors, or restructuring shareholdings. It is essential whenever more than one person holds shares — without it, disputes are governed entirely by the Companies Act 2006 defaults, which rarely reflect what the parties actually agreed.
Last updated: 29 March 2026
The Companies Act 2006 provides a default framework for company governance, but shareholders are free to override many of its provisions by agreement. A shareholders agreement can restrict share transfers, require unanimous consent for key decisions, and create rights beyond those in the articles.
Yes. Unlike articles of association, a shareholders agreement does not need to be filed at Companies House and is not publicly available. This makes it the appropriate place for commercially sensitive arrangements.
A pre-emption right gives existing shareholders the right of first refusal when another shareholder wants to sell their shares. The Companies Act 2006 provides limited pre-emption rights on new share issuance, but pre-emption on transfer must be set out in the shareholders agreement or articles.
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Defines the Company, Agreement Date, and key terms used throughout this agreement.
Records the shareholders, number of shares held, and share class for each shareholder.
Sets out the framework for company management and shareholder decision-making principles.
Applies vesting and cliff mechanics to relevant shareholdings over the agreed timeline.
Confirms how dividends may be declared and distributed between shareholders.
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