1. Board composition and control
Specify who can appoint directors, how decisions are made and what happens if a director position becomes vacant. Ownership percentages do not always translate neatly into day-to-day control.
2. Reserved matters
List decisions that require a higher level of approval: issuing shares, borrowing above a threshold, acquisitions, major contracts, changing the business, related-party transactions, paying dividends or selling key assets.
3. Shareholder funding
State whether future funding is expected to be equity, shareholder loans or third-party debt. Deal with what happens if one shareholder funds and another does not.
4. Dividends and remuneration
Disputes often arise because one owner wants profits retained while another wants cash distributions, or because working shareholders receive salaries. The agreement should distinguish return on capital from remuneration for work.
5. Information rights
Agree what financial and operational information shareholders receive, how often, and who can inspect records. Clear reporting reduces suspicion and makes disputes easier to diagnose early.
6. Pre-emption on share transfers
Existing shareholders commonly receive a first opportunity to buy shares before they are sold externally. The process needs a price mechanism and timetable that can actually operate.
7. Tag-along rights
A minority shareholder may want a right to participate if the majority sells to a third party, so the minority is not left behind with a new controlling owner.
8. Drag-along rights
A buyer may want 100% of the company. A properly designed drag right can allow a required majority to compel the remaining shareholders to sell on the same terms, subject to protections.
9. Deadlock
Deadlock provisions can use escalation, mediation, an independent chair, buy-sell mechanisms or a structured sale process. The clause should suit the ownership split; a 50/50 company needs a different solution from a 70/30 company.
10. Good leaver / bad leaver
Where shareholders also work in the business, departure may trigger a compulsory share transfer. The agreement should define the events carefully and specify the valuation consequence.
11. Restraints, confidentiality and IP
Protect confidential information and ensure intellectual property created for the business belongs where intended. Any restraint should be drafted by reference to the business’s legitimate interests and applicable law.
12. Exit and valuation
Do not assume everyone will own the company forever. Include a valuation process, permitted transfers and an exit framework that can operate if relationships change.
Align the agreement with the constitution
The shareholders agreement, constitution, employment agreements and loan documents should not contradict one another. If a new shareholder enters later, require an accession or deed of adherence so the agreement continues to bind the ownership group.