A shareholders agreement settles what the articles leave open: who can be made to sell and at what price, how a deadlock ends, who is offered shares first and what happens when a buyer arrives. Drafted for your company by a solicitor of England and Wales, at a fixed fee with no VAT.
Handled entirely in writing. No hearings, no meetings, no attendance required.
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Six clauses decide almost every fallout between owners. If a template or an old agreement is silent on any of them, that is where the argument will start.
What happens to a shareholder's shares when they stop working in the business. Good and bad leaver definitions decide whether they are bought out at market value or at a lower price, and they should deal expressly with resignation, dismissal, long illness and death.
Drag along lets an agreed majority make the others sell on the same terms when a buyer wants the whole company. Tag along lets a minority sell alongside when control is sold, instead of being left with an owner they did not choose.
Issuing new shares, borrowing over a limit, changing the business, directors' pay and deals with connected parties can be made to need every shareholder, or an agreed majority, whatever the shareholding. For a minority this is the real protection.
A 50/50 company can stall on every vote. Under the model articles for private companies the director chairing a board meeting has a casting vote on a tied decision (Companies (Model Articles) Regulations 2008, Schedule 1, article 13), which hands the board to whoever chairs. The agreement sets the way out: escalation, mediation, then an agreed buy and sell route.
On new shares, existing shareholders have a statutory right to be offered them first (Companies Act 2006, section 561), which a private company's articles can exclude (section 567). On a sale of existing shares there is no statutory right at all; the model articles only let the directors refuse to register a transfer (Schedule 1, article 26(5)). The agreement sets who is offered shares, at what price and how fast.
How a departing shareholder's shares are valued: the basis, whether a minority discount applies, who the valuer is and how one is appointed if you cannot agree. Leave it out and the argument moves from the price to who decides the price.
Without an agreement, a minority shareholder who is shut out is left with a petition to the court for unfair prejudice (Companies Act 2006, section 994), which is slow and costly next to a clause agreed in advance. The longer checklist is in our guide, what a shareholders agreement must contain; if there is already a dispute, see shareholder disputes.
Written advice within 24 hours of instruction. Trademarks filed within 48 hours of instruction. Documents in days, not weeks. Never "3 to 5 business days" just to hear back.
| Item | What it covers | Fee |
|---|---|---|
| Shareholder / partnership agreement | Leaver provisions, drag and tag, reserved matters, deadlock, pre emption and valuation on exit: the clauses that decide real fallouts. | from £1,650 |
| Heads of terms | Drafted or reviewed before the lawyers on both sides start the meter running. | from £650 |
| Board and shareholder resolutions | Minutes and resolutions drafted for the decision you are taking, Companies Act compliant, including adopting articles to match the agreement. | from £295 |
Your fixed fee is confirmed in writing once I have seen your document. Pay within 24 hours of that confirmation for the reduced fee.
Bespoke and urgent matters outside the schedule: £650 per hour, capped estimates given in advance. Corporate retainers from £995/month.
Your articles, who holds which shares, and any term sheet or heads of terms, with a line on who works in the business.
I read it and confirm the fee in writing before any work starts. Pay within 24 hours of that confirmation for the reduced fee.
The agreement comes back with a note on each choice it makes, ready for every shareholder to sign, with the resolutions if your articles need to change to match.
A general partnership with nothing agreed runs on the default rules in the Partnership Act 1890: every partner shares equally in capital and profits (section 24(1)), no one joins as a partner without everyone's consent (section 24(7)), and where the partnership has no fixed term any partner can end it by notice (section 32(c)). An LLP without a members' agreement runs on similar default rules (Limited Liability Partnerships Regulations 2001, regulation 7), and no majority can expel a member unless the members have expressly agreed a power to do so (regulation 8).
A partnership agreement is on the same schedule row as a shareholders agreement, from £1,650. An LLP members' agreement is quoted in writing once I have seen how the LLP is set up.
From £1,650 for a standard private company, fixed in writing before any work begins, with no VAT. Anything beyond a standard private company is quoted in writing before work starts, and the fee does not change after you accept it.
Many people start with one. A template cannot know your shareholdings, who works in the business, what each person put in or how you plan to exit, and the clauses that matter in a fallout (leaver terms, valuation and deadlock) are the ones a template leaves generic. Test any template against the six clauses above before anyone signs it.
Usually, yes. Articles are filed at Companies House, where anyone can read them, and they bind the company and its members as its constitution (Companies Act 2006, section 33). A shareholders agreement stays private, binds each shareholder who signs it, and covers leaving, valuation, deadlock and exit in a way the model articles do not.
That is the structure that needs one most. With equal shareholdings neither of you can outvote the other at a general meeting, and nothing obliges either of you to buy the other out, so a falling out ends in stalemate or in court. Agreeing the exit while you are still friends is the cheap version of that conversation.
No. Everything is handled in writing, by email or WhatsApp: you send the documents, the fee is confirmed in writing, and the draft comes back with a note on each choice it makes. Replies within the hour in business hours.
Yes. A partnership agreement is on the same schedule row, from £1,650. An LLP members' agreement is quoted in writing once I have seen how the LLP is set up.
Send a brief outline of your matter. You will receive a personal reply from a solicitor, with a fixed-fee quote where the scope is clear. Payment is taken before work begins; every fee is fixed in writing first.
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