Shareholders’ Agreement
Contact with us we are here to hear you
Book Appointment
Definitions
- “Articles” means the Company’s Articles of Association.
- “Drag-Along” means compulsory sale of all shares if a majority agrees (see Clause 6).
- “Pre-Emption Rights” means rights of first refusal on share transfers (see Clause 5).
- “Deadlock” means a board/shareholder vote that cannot be resolved (see Clause 9).
Ownership & Shareholdings
Initial Shareholdings are as set out in Schedule 1.
- Existing Shareholders have pre-emption rights (first refusal) on new shares.
- New shares issued must be approved by [75%] of shareholders.
Board of Directors
Appointment Rights:
- [Shareholder A] has the right to appoint [X] director(s).
- [Shareholder B] has the right to appoint [Y] director(s).
Reserved Matters (requiring [75%] shareholder approval):
- Selling the Company.
- Changing the business model.
- Taking on debt over £[Amount].
Dividends & Profit Distribution
Dividends are declared at the Board’s discretion, subject to:
- Available profits (Companies Act 2006).
- A minimum retention of £[Amount] for working capital.
- Unequal dividends may be paid if agreed unanimously.
Transfer of Shares
Pre-Emption Rights:
- A Shareholder selling shares must first offer them to existing Shareholders pro rata.
- The price shall be [Fair Market Value] or as per a pre-agreed formula.
- To family trusts or wholly-owned entities (with Board approval).
Drag-Along & Tag-Along Rights
Drag-Along:
- If a majority sells, minority holders can “tag along” on the same terms.
Confidentiality & Non-Compete
- Shareholders must keep Company information confidential.
- Non-compete: No Shareholder may engage in a competing business for [X years] post-exit.
Deadlock Resolution
If a Deadlock persists for [X] months, options include:
- Mediation (via a neutral third party).
- Buyout (one side offers to buy the other’s shares at a fair price).
- Winding up (as a last resort).
Exit Mechanisms
- IPO: Shareholders agree to lock-in shares for [X] months post-listing.
- Trade Sale: All Shareholders must act in good faith to facilitate a sale.
For expert assistance at any stage of the appeal or judicial review process, it is advisable to consult with immigration solicitors or legal advisers who specialize in these areas.
