Written by Fraz Butt, Senior Director · SRA-regulated · Last reviewed 8 September 2026
A shareholders agreement is a private contract between the owners of a company that sets out how the business is run, how decisions are made, and what happens if a shareholder wants to leave, dies, or is not performing. Any company with more than one shareholder should have one, since it fills the gaps left by the company’s articles of association and prevents disagreements from paralysing the business. This guide sets out what a good agreement should include.
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Why a Shareholders Agreement Matters
Articles of association are a public document with a fairly standard structure, and they rarely deal in detail with the practical questions that arise between business partners, such as what happens if one founder stops contributing, wants to sell their shares to a third party, or disagrees fundamentally with the direction of the company.
A shareholders agreement is where these questions are answered, in private, before a dispute makes them urgent. Companies that skip this step often find that disagreements between founders become far harder, and more expensive, to resolve.
Decision Making and Control
A well drafted agreement sets out which decisions require unanimous consent, which require a majority, and which can be made by the directors alone. This typically covers matters such as issuing new shares, taking on debt, changing the nature of the business, and appointing or removing directors.
Getting this balance right protects minority shareholders from being overridden on fundamental issues, while still allowing the business to operate efficiently on day to day matters.
Transfer of Shares and Exit
One of the most important functions of a shareholders agreement is dealing with what happens if a shareholder wants to sell their shares, becomes unable to continue in the business, or dies. Common provisions include pre emption rights, giving existing shareholders first refusal, drag along rights, which allow a majority to force a sale on the same terms, and tag along rights, which protect minority shareholders in a sale.
Without these provisions, a shareholder could sell their stake to an outside party the other founders do not want to work with, or a departing founder could remain a shareholder indefinitely with no obligation to sell.
Good Leaver and Bad Leaver Provisions
Good agreements distinguish between a founder who leaves on good terms, a good leaver, and one who leaves in circumstances such as breach of contract or misconduct, a bad leaver. The consequences typically differ, with bad leavers often receiving a lower price for their shares. This encourages founders to remain committed and provides a fair mechanism if things do not work out.
How This Relates to Founders Agreements
Some founders also put a founders agreement in place alongside, or before, a formal shareholders agreement, particularly in the early days before the company is fully structured. We explain the difference, and when each is appropriate, in our guide on founders agreements.
Related reading: founders agreements.
When to Put a Shareholders Agreement in Place
The best time is at incorporation, before any money changes hands or any real work has begun, since it is far easier to agree fair terms before anyone knows who will benefit most from a particular provision. If you already have a company without one, it is not too late, and we regularly help founders put an agreement in place once the business is already trading.
Related reading: our startup legal guide.
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Frequently Asked Questions / Questions & Answers
Is a shareholders agreement legally required?
No, it is not a legal requirement, but any company with more than one shareholder is strongly advised to have one, since it sets out rights and obligations that the articles of association do not cover in enough detail.
What is the difference between articles of association and a shareholders agreement?
Articles of association are a public document filed at Companies House covering the basic rules of the company. A shareholders agreement is a private, more detailed contract between the shareholders themselves, covering matters such as decision making and share transfers.
Can a shareholders agreement be changed later?
Yes, provided the shareholders agree, an existing agreement can be amended or replaced, for example when new investors join the company.
What happens if there is no shareholders agreement and the founders fall out?
Disputes are resolved by the company’s articles of association and general company law, which can be a slower and more adversarial process than resolving matters under terms the founders agreed themselves in advance.
How much does a shareholders agreement cost?
Costs depend on the complexity of the company and the number of shareholders. Saracens Solicitors can advise on a fixed fee basis for most straightforward startup shareholder agreements.
Speak to Saracens Solicitors
To put a shareholders agreement in place, speak to our Corporate Law team.
Visit our Corporate Law service page or call us on +44 (0)20 3588 3500 to arrange a consultation.
Saracens Solicitors, Thanet House, 231 to 232 Strand, London, WC2R 1DA.
