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If there are many
shareholders in a company, or if there are distinct classes of shareholders
(for example a shareholder who holds the shares for investment purposes
but who takes no part in the management of the company) it may be appropriate
to put a shareholder agreement in place.
Whilst some protection can be provided in the articles in the form of
share issue and transfer
provisions, an investor shareholder may want to protect his investment
by prevent the management of the company from incurring debt beyond a
certain pre-agreed amount or selling the assets of the business without
his consent.
The shareholders may also want to make provision as to how the company
will be run; for example to agree between themselves how often management
accounts will be produced and circulated, how often board meetings will
be held and what the policy on the payment of dividends will be.
The shareholders may also want to make provision for the event that they
disagree in the future; perhaps by including provisions allowing the dissenting
shareholder to be bought out by the other shareholders, or even providing
that the company will be wound up if there is a substantial disagreement
in the future.
All of these provisions are more properly contained in a shareholders
agreement than in the articles of association. The shareholders agreement
is a private contract to which the shareholders and the company will be
a party; it is not filed at Companies House and so its content remain
confidential between the parties.
A well drafted shareholders agreement can help disputes to arise and,
if they do arise, will usually provide a swift means of resolving any
disputes.
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Our services include:
- Supply of a standard
form shareholders agreement.
- Preparation of
all necessary minutes and resolutions to approve the entering into
the agreement.
Next steps
Our services start at £400 + VAT (£457.75) for a standard
form shareholders agreement. The agreement may be tailored for an additional
fee.
For more information on our shareholder agreements service please contact
our Corporate Legal Services team.
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