Investors and founders agree rights when new shares are issued. 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 — free preview →SHAREHOLDERS' AGREEMENT
Standard 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) __________, [a company incorporated in England and Wales with company number __________ whose registered office is at __________ / an individual of __________] (the "Investor"),
in relation to __________ (Company Number: __________), a private company limited by shares incorporated in England and Wales (the "Company").
The Founders and the Investor are together referred to as the "Shareholders".
1. DEFINITIONS
(1.1) In this Agreement:
(a) "Anti-Dilution Right" has the meaning given in clause 6;
(b) "Articles" means the articles of association of the Company;
(c) "Board" means the board of directors of the Company;
(d) "Business" means __________;
(e) "Business Day" means any day other than Saturday, Sunday or a public holiday in England and Wales;
(f) "Completion" means completion of the subscription pursuant to clause 2;
(g) "Investor Shares" means the __________ new ordinary shares to be subscribed by the Investor;
(h) "Reserved Matters" means the matters set out in Schedule 1;
(i) "Subscription Price" means £__________, being £__________ per Investor Share;
(j) "Warranties" means the warranties given by the Founders in Schedule 2.
2. SUBSCRIPTION
(2.1) Conditional on the execution of this Agreement and satisfaction of the conditions in clause 2.2, the Company shall allot and issue the Investor Shares to the Investor, and the Investor shall subscribe for the Investor Shares, at Completion.
(2.2) Conditions to Completion: (a) the Founders and the Company shall have performed all obligations required to be performed by them prior to Completion; (b) the Warranties shall be true and accurate in all material respects at Completion; and (c) no material adverse change shall have occurred in the business or financial position of the Company between the date of this Agreement and Completion.
(2.3) Completion shall take place at __________ on __________ (or such other date as the Parties may agree).
(2.4) At Completion: (a) the Investor shall pay the Subscription Price to the Company by electronic transfer; (b) the Board shall pass resolutions allotting the Investor Shares; (c) the Company shall update the register of members; and (d) the Company shall deliver a share certificate to the Investor.
(2.5) Following Completion, the issued share capital shall be:
(a) __________: __________ ordinary shares (__________%);
(b) __________: __________ ordinary shares (__________%); and
(c) __________: __________ ordinary shares (__________%).
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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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