Shareholder Agreement Solicitors

It is essential for business owners to invest in the future of their company by protecting its finances and assets. While it is possible to use the Model Articles of Association under the Companies Act 2006 to set out shareholder rights when incorporating a company, putting in place a Shareholder’s Agreement and bespoke Articles of Association offers greater protection.

These tailored documents help safeguard the company’s security for shareholders by clearly outlining how the business will be governed, particularly when it comes to decision-making.

Our Corporate lawyers help clients draft agreements and articles to protect their interests. These documents will establish how a company will operate and can make the difference between a dispute being calmly diffused by reference to pre agreed terms and the same dispute causing irreversible damage to your business.

A Shareholder Agreement will be unique to your company, and together with bespoke Articles of Association, can provide you with the option to offer rights of first refusal when selling shares or the chance to regain shares from shareholders leaving the business. This means that shares of the business can always be in the hands of those with a clear interest in its future.

It is important to seek expert legal advice when drafting these documents to ensure that the needs and expectations of the shareholders are recorded. 

We have worked with a wide range of clients, helping them draft Shareholder Agreements and  bespoke Articles of Association that fit their individual circumstances. Chattertons’ Corporate lawyers provide practical, knowledgeable advice, and can support you across various key areas.

How we can help with shareholder agreements and articles of association

• Providing bespoke legal advice on Shareholder Agreements and Articles of Association
• Drafting your Shareholder Agreement and Articles of Association
• Providing advice on and drafting provisions for exit strategies
• Supporting you with shareholder disputes

Speak to our Corporate Team today

We have offices in Boston, Grantham, Horncastle, Lincoln, London, Newark, Sleaford, Spalding Stamford or Bourne. For expert advice on Shareholder Agreements and Articles of Association, contact our Corporate team.

To ask a question or request a call back at a time that suits you, please use our simple enquiry form, and a member of our team will get back to you quickly.

Our shareholder services

Legal advice on the company's current articles of association

Many companies are incorporated using the Model Articles – a straightforward, ready-made set of rules for running a business. However, issues can arise when relying solely on these provisions. One common concern is whether directors can vote on matters in which they have a personal interest, which can be particularly problematic for companies with a sole director. Additionally, the Model Articles outline the rights attached to shares, but they do not accommodate situations where a company has more than one class of share, potentially leading to complications.

Legal advice on shareholder agreements

A shareholder agreement is a private contract between the shareholders which we recommend shareholders put in place. Such agreements can make sure that contentious issues are addressed in advance so that disputes which are costly and disruptive are avoided later. 

A shareholder agreement provides clarity and more detailed provisions than you normally find in the Articles of Association. Our lawyers will help you navigate complex issues, offering practical guidance to avoid disputes and build strong shareholder relationships from the outset.

It is vital that a shareholder agreement is drafted in conjunction with the Articles of Association, and we provide clear, strategic legal advice tailored to your business goals, whether you are setting up a new company, bringing in new shareholders, or restructuring existing arrangements.

Drafting your shareholder agreement and articles of association

We take a thorough and collaborative approach to drafting these documents, ensuring they  reflect your commercial objectives and safeguard your long-term plans. From voting rights and dividend policies to decision-making processes and transfer of shares, every element is carefully considered. We will work closely with you to ensure they are not only legally sound but also commercially workable.

To learn more, please get in touch with our expert Corporate Lawyers at Chattertons.

Advice on and drafting provisions for exit strategies

Exit provisions are a crucial aspect of your company documents. Whether you're planning for retirement, preparing for a potential sale, or managing future changes in ownership, we can help you create clear, fair exit terms that reduce risk and protect all parties.

Our advice is practical and forward-thinking, giving you confidence that any eventual transition will be as smooth and conflict-free as possible.

Supporting you with shareholder disputes

Disagreements between shareholders can have a serious impact on a company’s operations and value. Our Corporate and Dispute Resolution lawyers offer early, proactive advice to resolve shareholder disputes quickly and efficiently, often without the need for court proceedings.

Whether the issue concerns breaches of agreement, unfair prejudice, or deadlock situations, our lawyers will work with you to protect your interests and find a constructive solution.

Frequently asked questions about Shareholder Agreements and bespoke Articles of Association

What are the Articles of Association?

The Articles of Association are a company's constitution, and every company must have them. They are filed at Companies House and are publicly available. They form a contract between the company and the shareholders, and between the shareholders themselves.

If a company acts outside their articles shareholders can sue fellow shareholders and directors. Articles of Association are essentially a body of rules broadly stating how the company should operate, and the rights attached to shares. All members and company officers (directors and secretaries) must comply with the articles.

What is normally included in the Articles of Association?

The Model articles, cover the following:

• Liability of shareholders
• Directors (including appointment, powers and responsibilities, meetings and decision-making)
• Shares and distributions (including dividends)
• Decision-making by shareholders
• Administrative arrangements

Articles of Association provide important protection for shareholders as they can only be altered by a minimum of 75% majority decision of the shareholders.

What is a Shareholder Agreement?

A Shareholder Agreement is a private contract between the shareholders in a company and can include matters such as decision-making powers, the company's management, how shares can be created and transferred, the process in case of a dispute and the process if someone wants to leave.

Whilst the Companies Act 2006 which include the model Articles of Association offer some protection for shareholders, it does not cover all bases. A Shareholder Agreement is highly recommended to allow shareholders maximum security and confidence in the business moving forward.

What’s the difference between a Shareholder’s Agreement and Articles of Association?

The main difference is that Articles of Association are a public document that is registered at Companies House, whilst a Shareholder’s Agreement is a private contract. The Articles of Association must be complied with by the Company, whereas only the parties involved in a Shareholders Agreement are obligated to comply with its terms; thus, if any one party is in breach, the other parties have a right to sue them.

What issues should shareholders consider?

Items that shareholders should think about usually include

• Who owns what, and the types of shares available
• Rights and obligations of shareholders
• How shares are created
• How shares can be sold or transferred
• How votes are decided upon
• Dispute resolution
• How a shareholder can relinquish shares
• Details of company finances
• Non-solicitation or competition clauses
• Dividend policies

The answers will be unique to your business therefore it is vital to ensure that your company’s assets and structure are correctly detailed in any documents.

If you require more information, our Corporate Lawyers can assist you.

Is a Shareholder’s Agreement legally binding?

Assuming documentation is drafted correctly, a shareholder’s agreement is indeed legally binding. However, it is crucial to ensure it is adequately prepared in order to protect your business. At Chattertons, our Corporate lawyers have the experience to draft a document to maintain the stability of your company and its shareholders.

If you have any questions, our team at Chattertons would be more than happy to answer them.

Speak to our Corporate Team today

We have offices in Boston, Grantham, Horncastle, Lincoln, London, Newark, Sleaford, Spalding Stamford or Bourne and for expert advice on Shareholder Agreements, contact our Corporate team.

To ask a question or request a call back at a time that suits you, please use our simple enquiry form, and a member of our team will get back to you quickly.