Put together a shareholders' agreement for a UK startup.

Fixed price:
£599 +VAT

Get this work done with Robolawyer. Fixed one-off fee includes every process and document needed to build and close your deal easily, quickly and correctly. Free call with a qualified lawyer first.

You can:

✓ fulfil promised equity
✓ set up share vesting
✓ protect minority shareholders
✓ clarify decision making processes
✓ take ownership of company IP
✓ restrict share transfers
✓ establish non-competes

Includes:

✓ shareholders' agreement
✓ new articles
✓ share subscription letters
✓ s431 elections
✓ board and shareholder resolutions
✓ Companies House filings
✓ share certificates
Product screenshot
  • You need a shareholders' agreement when your company has more than one shareholder.
  • Shareholders' agreements are private agreements that make it clear what each person's responsibilities and obligations are to the others.
  • Not having a shareholders' agreement in place means there are no clear procedures to follow when things go wrong.
  • A shareholder might stop participating, even though the others are continuing to work on the business. Without a shareholders' agreement, there would be no way to reclaim those shares.
  • One shareholder might hold a large proportion of the shares. Without a shareholders' agreement, that person could dilute the other shareholders' shares without their knowledge or permission.
  • A company with two shareholders and two directors might not agree on something, causing a deadlock. Without a shareholders' agreement, there is no clear way to resolve this.
  • A shareholder might transfer his shares to an outsider, perhaps even to a competitor. Without a shareholders' agreement, there is no way to restrict a shareholder from doing this.
  • One shareholder might have some personal issues with an investor in a fund raising round. Without a shareholders' agreement, the shareholder might block the entire deal.
  • If a shareholder dies, shares will automatically pass on to heirs who have no interest or ability to contribute to the business. Without a shareholders' agreement, there is no way to prevent this.
  • Start by talking to your co-founders about formalising your business relationship.
  • Openly discuss and agree on the most important terms: equity splits, vesting and protecting minority shareholders. These can be difficult discussions, but it's better to surface problems sooner.
  • Build a term sheet based on everything you discuss. It should be an evolving document until everyone is aligned. It doesn't have to be in any particular form - bullet points and notes will do.
  • Have documents drafted on the basis of the terms you agree. What you need will depend on the facts. For example, issuing shares to co-founders requires a separate share subscription process to take place prior to the shareholders' agreement taking effect.
  • Each shareholder should carefully read their documents - with good guidance, they should be easy to digest. If there are questions or concerns, these should be dealt with. This may require amended documents to be recirculated.
  • After everyone has signed the documents, they are dated and take effect. Each shareholder receives final copies. If new articles were adopted or new shares were issued, Companies House needs to be informed of this.
  • The new shareholders' agreement and new articles govern the behaviour of the shareholders and how the company operates, until it is eventually replaced (for example, when an equity raise takes place).
  • Equity splits are the most painful discussion. Focus on genuine contribution and risk taken rather than going for the default even split.
  • Issuing new shares. It's typical for one person to incorporate a company and hold the only share, on the understanding that co-founders and others will formally receive promised equity in the future. Actually fulfilling those promises requires shares to be issued. Good deal documents will cover this process.
  • Share vesting. Once shares are issued, it's difficult to get them back. Share vesting provisions allow companies to mark a proportion of a person's shares as worthless if they leave the company as a bad leaver.
  • Deadlocks are common where there are equal numbers of directors and/or shareholders. Consider how these will be dealt with - should there be a chair with a casting vote, and if so will their position rotate? Would an independent third party be a better route?
  • Defining the scope of the business. Often overlooked, but important because assignments of intellectual property and non-disclosure agreements are tied to it. If the business is defined too widely ('saas company'), these related documents may be ineffective.
  • Protecting minority shareholders. In a company that uses the default provisions, shareholders that hold a majority (or in some circumstances, over 75%) can make decisions without the consent of the remaining shareholders. This means that minority shareholders could be unfairly diluted, and would have no veto. Shareholders' agreements provide the framework for consent to be sought, preventing these situations.
  • It depends.
  • It depends on how long it takes for the shareholders to finalise a term sheet.
  • It depends on how long it takes you to identify a lawyer or service that can help run the deal.
  • It depends on how long it takes to get the first drafts done.
  • It depends on how long it takes to get the second, third, fourth ... drafts done.
  • It depends on how long it takes for the shareholders to agree and sign the documents.
  • It depends on how long it takes to go through the formal legal procedures required to close the deal.
  • It's common for early stage founders to band together, incorporate a company and eventually raise money while relying on the default provisions.
  • If you are confident that the default provisions (the model articles for private limited companies 2013) are adequate for your company setup, then not necessarily. But while the defaults can work, they don't deal with the realities of running a UK startup.
  • Some gaps: no vesting protection, no capture of intellectual property developed by the team. They do not prevent a founder working with a competitor. They do not prevent majority shareholders from diluting minority shareholders.
  • If you do put a shareholders' agreement together prior to raising money, be aware that it will probably be replaced when investors come on board.
  • Balance the risk with the cost. What's peace of mind in the meantime worth to you?
  • The shareholders' agreement itself. It contains all the private, often commercially sensitive elements of the terms. Breaching these rules can result in being taken to court.
  • The new articles of association. These contain the public rules of the company. Breaching these rules makes an action invalid.
  • Share subscription letters / agreement. Required where new shares need to be issued to fulfil promised equity.
  • Shareholder and board resolutions. These provide the authority for the company to adopt the agreed terms.
  • Companies House forms and filings. These make the changes public.
  • In most situations, yes - but they should be carefully drafted to work with the shareholders' agreement.
  • A company's articles fall under company law (rather than the shareholders' agreement, which falls under contract law).
  • If a person does something prohibited by or not in line with the articles, the action will probably be invalid.
  • Contrast this with a person breaching a shareholders' agreement - the aggrieved shareholders would need to take the breaching shareholder to court.
  • By putting clear procedures in the articles (for example, if vesting provisions need to be enforced), the company can be sure that things have been done by the book. Where an element of the process is commercially sensitive (for example, a person's specific vesting start and end date), the articles can simply refer back to the shareholders' agreement for more context.
  • Robolawyer takes the pain out of the procedural elements of implementing a shareholders' agreement.
  • You'll start by building out your terms collaboratively with the other shareholders (or if you want, alone). Robolawyer's intuitive input system progressively guides you through each consideration step by step, while providing contextual legal and commercial guidance.
  • If equity promises need to be fulfilled, this is as simple as recording the percentage promised. Robolawyer's powerful cap table model will help you determine whether a share split is required and then calculate the required numbers of shares that need to be issued.
  • As you build your terms, the draft documents will constantly evolve in the background. You can dip in and out of them at any point to see what changes. If amendments are needed, you (or your advisor) can use Robolawyer's custom built legal document system to freely edit text, enable, disable and rearrange documents, as well as discuss details within the context of specific clauses.
  • Once the first drafts are approved, Robolawyer will prepare draft packs for circulation. Parties will be given frictionless access to the platform to review, comment on and propose amendments to the drafts.
  • All negotiation takes place on-platform, with automatic integration of accepted changes across the whole suite of documents.
  • When all the documents have been signed (also on-platform), they are dated and take effect. Robolawyer maintains an updated model of your cap table and statutory registers and produces final copies of each document.
Robolawyer makes shareholders' agreements simple.

Build terms progressively through a unique interface that prevents mistakes and confusion.

Review, amend and approve big law quality documents. Automatically share the right things with the right people. Negotiate and sign documents in real time.

Detailed guidance at every step takes the mystery - and misery - out of legal work.

Try Robolawyer
❝A fantastic experience that saved us considerable time, money and stress when formalising our cap table before thinking about raising. The term building process took the longest, but Robolawyer's guidance gave us the confidence that all bases had been covered. Highly recommended.❞
Andrew Leming
CEO, Pimlico Solutions
Shareholders' agreements: made simple with Robolawyer.

Legal work: made simple.

Build terms, review drafts, share them, get signatures then close. Full oversight throughout.

Start putting your shareholders' agreement together now.

The sooner you start, the better. Robolawyer will guide you through the entire process, from building terms to sharing the documents and formally completing the deal.

How it works:
Book a free consultation.
We'll understand your deal and make sure our platform is the right fit for you and your needs.
Get set up.
We'll set up your existing company and show you how the platform works for your deal.
Run your deal.
Follow our transparent 5 step process from building terms to closing - easily, quickly and correctly.
Get started now.
Your personal data is collected and treated with respect in accordance with our privacy policy.