Shareholders Agreement (US)
This comprehensive template outlines the governance, ownership, and transfer rights for a US-based corporation with multiple classes of stock. It includes standard venture capital protections such as Rights of First Refusal (ROFR), Drag-Along and Tag-Along rights, and detailed founder vesting schedules. The document also provides specific legal carve-outs for major jurisdictions like California, New York, and Massachusetts.
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this “Agreement”) is entered into as of [effective date] (the “Effective Date”), by and among:
(1) [company full legal name], a [state of incorporation] corporation (the “Company”);
(2) the persons listed on Exhibit A as holders of Common Stock (the “Common Shareholders”); and
(3) the persons listed on Exhibit B as holders of Preferred Stock (the “Preferred Shareholders”, and together with the Common Shareholders, the “Shareholders”).
Note: Single-class company option: if the Company has only one class of stock and a small number of shareholders, simplify the parties block to list each shareholder by name and delete all references to Preferred Shareholders throughout the document.
Note: This Agreement is calibrated to Delaware corporate law as the default. Delaware corporate law is the most predictable and well-developed in the US, which is why most venture-backed companies incorporate there. If the Company is incorporated in California, New York, Texas, or another state, you may want to flag this with counsel — several clauses (cumulative voting, written consent thresholds, appraisal rights waivers, transfer-restriction legends) operate differently and are flagged in the relevant sections.
RECITALS
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of [state of incorporation];
WHEREAS, the Shareholders own shares of capital stock of the Company as set forth on Exhibit A and Exhibit B; and
WHEREAS, the parties wish to set out their respective rights and obligations with respect to the Company and its capital stock.
NOW, THEREFORE, in consideration of the mutual promises set out below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.
1. DEFINITIONS
Note: Definitions are listed alphabetically and set the meaning of capitalized terms throughout the Agreement. Plain-language summaries appear in parentheses where helpful. If you change any defined term, search for every use of it in the document and confirm it still reads correctly.
1.1 “Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such person.
1.2 “Board” or “Board of Directors” means the board of directors of the Company.
1.3 “Business Day” means any day other than a Saturday, Sunday, or a day on which banks in [governing state city] are authorized or required by law to close.
1.4 “Drag-Along Sale” means a transaction in which Drag-Along Sellers require all other Shareholders to sell their Shares as set out in Section 8.
1.5 “Equity Securities” means any shares of capital stock of the Company, any securities convertible into or exchangeable for shares of capital stock, and any options, warrants, or other rights to acquire shares of capital stock.
1.6 “Fair Market Value” means the price a willing buyer would pay a willing seller for Shares of the Company in an arm's-length transaction, determined under Section 12.
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About this template
What is this template?
This document is a comprehensive governance agreement that manages the relationship between different classes of shareholders in a corporation. It contains unique 83(b) election warnings, three separate options for non-compete clauses based on state law, and a specific federal DTSA immunity notice. It is not a simple Stock Purchase Agreement or a set of Corporate Bylaws.
When should you use it?
Use this template when a company is moving beyond a single class of stock or accepting external investors who require specific protections like drag-along rights. For very simple two-person partnerships without preferred stock or vesting requirements, a simpler Partnership Agreement or basic Shareholder Agreement might be used instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 3.1 | Board Size | The parties agree to vote all Shares to maintain a board consisting of a specific [number of directors] as defined in the document. |
| 6 | Right of First Refusal | The Company and existing Shareholders have the first right to purchase Offered Shares at the Offer Price before any sale to a third party. |
| 8 | Drag-Along Rights | Shareholders holding at least a specified [drag-along trigger threshold] percentage may require all other Shareholders to participate in a bona fide Sale. |
| 10.1 | Founder Vesting | Founder shares are subject to a four-year vesting schedule involving a [founder vesting cliff percentage] that vests on a specific anniversary. |
| 13.5 | DTSA Immunity Notice | Notifies individual signatories of their criminal and civil immunity for confidential trade secret disclosures made to government officials or attorneys. |
| 16.2 | Non-Competition | Provides state-specific options for restrictive covenants, including a Massachusetts-compliant version requiring garden leave pay of at least 50 percent of annualized salary. |
| 17.5 | IPO Lock-Up | Obliges Shareholders to refrain from transferring Shares for up to 180 days following the Company's Qualified IPO if requested by underwriters. |
Who it's for
- a US-based corporation issuing preferred stock to venture capital investors
- founders of a startup requiring vesting schedules and 83(b) election notification
- companies incorporated in Delaware, California, or Massachusetts requiring state-specific IP and non-compete carve-outs
- shareholders seeking tag-along and registration rights in a venture-backed structure
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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