SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this “Agreement”) is made on [effective date] between:
The Company: [company name] Limited, a private company limited by shares incorporated in England and Wales (company number [company number]), whose registered office is at [registered office address] (“the Company”);
Shareholder A: [shareholder a full name], of [shareholder a address];
Shareholder B: [shareholder b full name], of [shareholder b address].
Note: Add further parties above for each additional shareholder, following the same format. Each new party must also appear in Schedule 2 and in the Signatures section.
The Shareholders are together the “Shareholders” and each individually a “Shareholder.” The Company and the Shareholders are together the “Parties.”
1. Definitions and Interpretation
Note: This clause explains what the key defined terms in this Agreement mean wherever they appear with a capital letter.
1.1 Articles. The articles of association of the Company as amended from time to time.
1.2 Board. The board of directors of the Company from time to time.
1.3 Business. The principal business activity of the Company as described in the business plan approved by the Board from time to time, or as otherwise determined by the Board.
1.4 Business Day. Any day other than a Saturday, Sunday or public holiday in England and Wales when banks in London are open for business.
1.5 Confidential Information. All non-public information relating to the Company’s business, affairs, customers, technology, finances or plans, but excludes information that is or becomes publicly available other than through a breach of this Agreement.
1.6 Deed of Adherence. A deed substantially in the form set out in Schedule 4.
1.7 Fair Value. The value per Share agreed in writing between the relevant parties or, failing agreement within [pre-emption acceptance period] Business Days of a dispute arising, as determined by an Independent Valuer under Clause 6.
1.8 Good Leaver. A Shareholder who ceases to be employed or engaged by the Company by reason of death, permanent incapacitating illness, or any other reason the Board resolves in its reasonable discretion to be a good leaver event.
1.9 Independent Valuer. An independent chartered accountant agreed by the relevant parties or, failing agreement within 10 Business Days, appointed by the President of the Institute of Chartered Accountants in England and Wales.
1.10 Reserved Matters. The matters listed in Schedule 3.
1.11 Shares. Ordinary shares in the capital of the Company.
1.12 Shareholder Consent. Prior written consent of Shareholders holding not less than [reserved matters threshold] of the Shares for the time being in issue.
1.13 Transfer. Any sale, transfer, assignment, charge, pledge, or other disposal of Shares or any interest in Shares.
1.14 Where this Agreement conflicts with the Articles, this Agreement prevails as between the Shareholders, and the Shareholders shall procure that the Articles are amended to reflect this Agreement as soon as reasonably practicable. References to statutes include all amendments and re-enactments. Words in the singular include the plural and vice versa.
2. Shareholdings and Capital
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