Governance · Ownership · Component
Shareholders’ agreement
The rights and obligations between owners beyond what the articles provide — consent matters, transfers, leavers and deadlock.
The deliverable
What it is
The articles of association are public and bind every shareholder by default. A shareholders’ agreement is private, binds only those who sign it, and is where owners settle the questions the articles leave open or answer poorly for their particular situation.
Its value lies almost entirely in the cases nobody expects to arise: a founder who leaves in year two, an owner who wants to sell to a competitor, two equal owners who cannot agree. Those clauses are cheap to write while relations are good.
One level in
What it is made of
Each element is a constituent part of the component. Follow one to see the attributes it carries.
Consent matters
The decisions that need approval from the owners, or a named majority of them, before the board may take them.
3 attributes: Matter · Threshold · Veto holder
LearnTransfer provisions
Who may sell shares, to whom, and on what terms — pre-emption, drag-along, tag-along and permitted transfers.
3 attributes: Mechanism · Trigger threshold · Lock-in period
LearnLeaver terms
What happens to an owner’s shares when they stop working in the business, and at what price they must be sold.
3 attributes: Leaver category · Price basis · Completion window
LearnDeadlock resolution
What happens when owners with equal or blocking stakes cannot agree, and the order in which the steps are tried.
3 attributes: Mechanism · Cooling-off period · Mediator
Learn
The clauses that matter are the ones written for situations nobody at the signing expected to face.
The other components in ownership
Ownership register
Who holds what in the business, including options and instruments that will become shares, reconciled to the statutory record.
LearnOwners’ mandate
The owners’ expectations of the business in writing — return, horizon, boundaries and dividend policy — handed to the board as its brief.
Learn