Short shareholders agreement for a small company. Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.
Draft my shareholders agreement basic — free preview →SHAREHOLDERS' AGREEMENT
Basic Form — Including New Share Subscription
THIS SHAREHOLDERS' AGREEMENT (the "Agreement") is made on __________
BETWEEN:
(1) __________ of __________, holding __________ existing ordinary shares ("Founder 1");
(2) __________ of __________, holding __________ existing ordinary shares ("Founder 2"); and
(3) __________ of __________ (the "New Shareholder"),
in relation to __________ (Company Number: __________), a private company limited by shares incorporated in England and Wales, whose registered office is at __________ (the "Company").
The Founders and the New Shareholder are together referred to as the "Shareholders".
1. NEW SHARE SUBSCRIPTION
(1.1) Conditional on the execution of this Agreement, the Company shall allot and issue to the New Shareholder, and the New Shareholder shall subscribe for, __________ new ordinary shares of £__________ each at a subscription price of £__________ per share (the "New Shares"), for an aggregate subscription price of £__________ (the "Subscription Price").
(1.2) The Subscription Price shall be payable in full on the date of this Agreement by electronic transfer to the Company's bank account.
(1.3) On receipt of the Subscription Price, the Company shall: (a) allot the New Shares to the New Shareholder; (b) enter the New Shareholder in the register of members; and (c) issue a share certificate to the New Shareholder.
(1.4) Immediately following the allotment, the issued share capital of the Company shall comprise:
(a) __________: __________ ordinary shares (__________%);
(b) __________: __________ ordinary shares (__________%); and
(c) __________: __________ ordinary shares (__________%).
(1.5) The Founders confirm that: (a) they have passed all necessary board and shareholder resolutions to authorise the allotment; (b) pre-emption rights (whether statutory or under the Articles) have been validly disapplied or waived; and (c) the allotment is within any existing allotment authority or such authority has been freshly granted.
2. WARRANTIES BY THE COMPANY AND FOUNDERS
(2.1) The Company and the Founders jointly and severally warrant to the New Shareholder that, as at the date of this Agreement:
(a) the Company is duly incorporated and validly existing under the laws of England and Wales;
(b) the existing shares are fully paid and free from all encumbrances;
(c) there are no options, warrants or other rights to subscribe for shares in the Company other than as set out in this Agreement;
(d) the Company's last filed accounts fairly represent its financial position and there has been no material adverse change since that date;
(e) the Company is not a party to any litigation, arbitration or regulatory proceedings and none are threatened or pending;
(f) the Company has complied in all material respects with all applicable laws and regulations;
(g) the Company does not have any undisclosed liabilities, commitments or obligations of a material nature.
(2.2) Each warranty in clause 2.1 is a separate warranty and shall not be limited by reference to any other warranty.
A complete document. You answer questions in plain English and Scorpia drafts every clause to match your answers, then a second review pass checks it before you see it. Nothing is left as a blank to fill in unless you chose to leave it for later.
The law of England and Wales by default; Scotland and Northern Ireland are available where the document type exists there. The drafting notes behind each template are kept current with UK law.
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